


The Orion Chronicles: Volume 3

by ChristaWolf, LonghaulHoofer



Series: The Orion Chronicles [3]
Category: My Little Pony: Friendship is Magic
Genre: F/M
Language: English
Status: In-Progress
Published: 2018-10-02
Updated: 2018-10-02
Packaged: 2019-07-23 23:12:36
Rating: Not Rated
Warnings: Major Character Death
Chapters: 6
Words: 49,044
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16168736
Author URL: https://archiveofourown.org/users/ChristaWolf/pseuds/ChristaWolf, https://archiveofourown.org/users/LonghaulHoofer/pseuds/LonghaulHoofer
Summary: The further adventures of Orion Shadow, leading up to a deadly final confrontation with the changelings.





	1. Her Majesty's Shadow

**Summary for the Chapter:**

> A series of vignettes detailing the friendship of Luna and Orion.

It was a clear night in Canterlot. Orion and family were asleep in their palace suite. Or at least, Raven and the foals were. Orion was wandering about, exploring the castle.

On her nightly stroll through the palace, Princess Luna turned a corner just as Orion was approaching.  "Oh -- good evening, Sir Orion.  We are surprised that thou art awake and active, dost thou have an issue thou would like to discuss with us?"

Orion shakes his head, bowing slightly. "Not at all, your majesty. I am just out enjoying your night!"

Luna smiles.  "Wouldst thou care to join us on our rounds?  We would appreciate the companionship."

"I would love to!" He falls into step beside her, smiling. "It's not often we get to talk, is it?"

"No, and this saddens us, as we truly enjoy being in thy company."  She looks over to Orion as she walks.  "We have noted thy service to the Crown, and we are most grateful.  Thou hast demonstrated a loyalty beyond all others, and we find you intelligent and most pleasing to converse with."

 Orion blushes at her words, looking toward her now. "I am honored to be in the service of the Crown," he says honestly. "I can think of no better duty than to protect my country and those who rule it. And if I may speak freely, you are a wonderful conversationalist too."

Luna blushes a little bit, and gives a small bow.  "We thank thee, good Sir Orion.  It has been ... far too long since we had anypony with which to converse.  We feared we had forgotten how.  Thou hast helped us regain our confidence in such matters.” She stopped by a large window and gazed out at the night sky.  "Tell me, Sir Orion.  Dost thou find solace gazing out upon our night?  Is our night comforting to thee and thine?"

Orion nods, trotting over to stand beside her at the window. "Night has always been my favorite time of day... I look up at the stars whenever I can, and tell my foals bedtime stories by their light and that of the moon."

"Thou art truly a wonder, Sir Orion," Luna said softly.  "That it was possible to find such a pony as thou is worthy of being a miracle.  Even today, we fear that our nights go unappreciated."  She hastened to add, "Fear not, for we will not surrender to the darkness as we did ages ago.  We have become more tolerant of that fact, thanks to ponies such as thou."  She vast her gaze to a particularly interesting floor tile.  "Sir Orion, thou art the one pony we can truly call a friend."  She kelt down next to Orion, and spread her front legs wide.  "We would ask thee for a hug, as a covenant of our friendship.  We also decree that any boon thou desires, it only need to be asked and we shall grant it."

Orion smiles and hugs the moon princess. "Thank you, princess... Though if we are to be friends, would it not make sense than to dispense of our titles?"

"Very well.  However, only in a non-formal setting shall we do so.  We must maintain our status after all.  In moments such as this, we will dispense with our title and shalt address thee by thy name only.  When in royal court or other formal settings, we must insist that our titles be used as normal."  She releases the hug and smiles.

 Orion smiles back. "As you wish, Luna." He bows his head anyway. "Not every night a pony can say they're a friend of a princess... An ageless goddess in control of the moon, at that." He looks thoughtful for a moment.  "Would you consent to a dance?"

Luna is slightly taken aback by this, but quickly recovers and nods enthusiastically.  "We would be most delighted to do so, Orion."

"Oh good!" He rises to his hooves, and lets his horn spark. A turntable appears, with a record already in place. He lets the needle drop, and waltz music begins. He offers Luna his hoof.

Luna graciously accepts Orion's hoof, and together the two of them move around the floor as the music plays.  'Thou art a marvelous dancer, Orion."

"Thank you, Luna! I've had a lot of practice. You're very light on your hooves, as well."

“It was expected of us to learn to dance.  We believe our sister is a better, shall we say, hoofer than we are?" she said with a grin and a wink.

"I couldn't possibly comment," he says, chuckling. "I've never really felt... A connection with her like Twilight does, or like I do with you."

Luna chuckles. ”Our sister speaks very highly of you, Orion.  Do not mistake her aloofness for being uncaring."

"I wouldn't dream of it!" Orion says, backtracking fiercely. "No no, I'm certain she does."

Luna smiles and pulls Orion a little closer.  "We are not upset, we understood thy meaning.  We simply meant she can be a very hard pony to read, having much practice concealing her true feelings from others.  Thou didst not offend us."

Orion breathes a sigh of relief as the song ends. "That is good, I'm glad to hear it." He smiles back, "Would you like to pick what to do next?"

"We had planned to sit and enjoy the lovely evening for a while.  Thou art most welcome to join us if thou desires."  She goes to a set of balcony doors and opens them, stepping out into the cool night.  She sits on a padded cushion, and indicates another cushion next to her.

He follows her out and sits on the other cushion, looking up into the night sky. "Ah, a full moon... Listen close and you can hear the lycans howling."

Luna is momentarily deep in her own thoughts,or so it seems.  After a moment, she returns to her normal self.  "Please forgive us ... we sensed one of our subjects was afflicted by the night terrors.  All is well now."  She sighs.

"I always wondered how you did that," he remarks. Noting the sigh, he frowns concernedly. "Is something the matter?"

"Trouble thyself not, Orion.  It is not easy being the guardian of dreams, and we fatigue quickly if the night terrors are particularly strong.  This is why we sit and watch the night sky so often -- we can refresh ourselves in private."  She looks at Orion.  "Thy concern is touching, and greatly appreciated.  We assure thee we shall be okay."

Orion nods, "I believe you, Luna. And thank you, Melody wanted me to tell you that." He holds her hoof anyway, reassuringly.

Luna smiles.  "We do not hear that very often.  We are pleased Melody is doing well.  We are keeping watch on her to make sure."

"That is good!" He smiles back, looking up at the sky. "I would do anything to protect them... Risk my life if I needed to. I would hope it doesn't come to that, but if it does... I'll find a way to come back, somehow. As a ghost, maybe. "

Luna looked deep into Orion's eyes.  "Thou will not have to battle alone.  Thou has a powerful ally ... together shall we make our stand.  Thy family is as dear to us as is our beloved sister ... and is considered our family as well."

"Oh Luna, thank you... That's very sweet of you to say,.." He seems genuinely touched. "I could not ask for a better friend."

Luna draws Orion into another hug. "Nor could we, Orion."

Orion hugs her back, his hooves briefly making contact with her mane.

A sensation as vast as space itself would sweep over Orion, sending a chill down his spine.  Touching everything and nothing, the sensation would be like nothing Orion had ever experienced before.  Luna looked at Orion carefully. "Art thou okay, my friend?" she asked with a worried expression.

Orion's mouth had fallen open in surprise. As he comes back to himself, he manages to say "Your mane... It's... It's like touching the depths of space itself... It's so beautiful..."

"As we are the embodiment of the night, so our mane is the embodiment of the vastness beyond our world.  Thou hast truly done what no pony has ever done before -- thou has touched the cosmos."

Orion smiles. "What do you know... Time and space, together as ever." Eventually he lets go of the hug. "Thank you for the opportunity."

"Thou art most welcome, Orion."   She nuzzles him as he releases the hug.  "We should thank thee for taking the time to spend with us this evening."

"I am glad to do it... We should do this more often!" He climbs to his hooves. "But for now, I should be going to bed, or Raven will miss me." He chuckles wryly. "Never anger a mare who can send a flock of birds after you."

Luna smiles. “A wise course of action.  We bid thee good dreams, and we will be close by should thou have need for us.  Sleep well, my friend."

"And you too, Luna." He smiles again, then makes his way back toward the castle, and the suite.

* * *

It was the night before Hearthswarming Eve, and all throughout Canterlot Castle, a festive joy filled the air. Decorations were hung, feasts prepared, carols rehearsed. But now, the castle had settled in for a good night’s rest, with the promise of the gifts tomorrow would bring. Outside, a bat-winged unicorn stallion flew toward the windows of the Lunar Tower, bearing a gift in his hooves.

Princess Luna, watcher of the night, did not rest simply because it was a holiday.  She stood watch from her tower, keeping an eye on the sleeping cities.  Spotting a familiar figure winging his way toward the tower, she opened the large glass doors.  Smiling, she called out, "Welcome, dear Orion!  How art thee this fine Hearthswarming Eve?"

Orion smiles and sails through the doors, landing easily on the balcony and embracing the blue aileron in a hug, “I am splendid, dearest Luna! It’s so good to see you again! How are things with you and your sister?"

"Things are well, dear friend," Luna says, giving Orion the Royal Canterlot Hug (reserved for special occasions and ponies).  "All appears peaceful, as it should this night, but we will watch as we do every night.  Pray, what brings thee out on such an evening?  Dost thou not desire to be with thy family?"

“There will be time enough for that in the morning,” Orion says, after he’s managed to recover his breath from being hugged so tight. “I came to give you something.” He lets go after a while, “May we adjourn to your chambers?” The gift wrapped box has been transferred to his back by now, supported by his wings.

"Of course, we may retire to our chambers for a while.  Please, walk with us."  Luna leads the way to her spacious chambers, and closes the door after the two enter.  "We were not expecting thee to grace us with thy presence so soon, Orion.  Nonetheless, we are quite happy to see thee.  What does thou wish to give us?"

 Orion smiles and presents the box toward her, “I think you’ll like it… I called in a few favors from Trottingham.”

Inside the box was a silver necklace, with a round centerpiece. Inscribed on one side was Luna’s own cutie mark, and on the other side, Orion’s. There was also a card, which read: “Dearest Luna: Your friendship has meant the world to me these last few years, especially in light of Raven’s passing. Without you, I probably would have either destroyed myself out of sorrow, or become a bitter shell of my former self. You saved me from my inner demons, and you’ve been as loyal as any friend can be. Happy Hearthswarming, Luna. Always, Orion."

Luna gasped in surprise, reading the card and studying the ornate necklace, before slipping it around her neck.  "Orion ... this is truly the best gift we could have hoped to receive!"  She moved to Orion and gave him another hug (normal this time, but with extra nuzzles).  A box floated over to the two.  "We hope thou likes our gift to you ... it is not as fancy as thine, but it is from our heart."  She presented it to Orion.

Orion gives her a hug back, nuzzling too, before tilting his head in curiosity as he says, “For me? Oh thank you, Luna… I’m sure I’ll love it!” He opens the box dramatically!

Inside the box was a simple scarf, or so it would appear.  Crafted from the finest wools, in a variety of colors,  it seemed to never end when Orion removed it from the box.  A card inside, written in fine calligraphic script, read as follows: "Dearest Orion, Thou hast always been a loyal friend and a true companion to us, and we shall never forget thy kindness and caring.  We made this scarf for thee with as much love and care as thou hast shown us in our association,  and it is our frevent hope that thou will remain our closest friend.  Happy Hearthswarming -- Luna."

Orion gasps and holds the scarf close to himself, nuzzling it. It even smelled like Luna! And it was so soft, and warm! He wraps it around himself, or at least as much of it as he can, before wrapping the moon princess in a hug of his own, “Oh Luna… thank you… I will treasure this until the end of my days.”

"Thou art most welcome, dear Orion," Luna said, holding her friend in a tight hug.  "And we promise thee, after thou hast passed from this world, we shall always remember thou and our friendship."

“And I promise to look down on you from the afterlife, maybe pop in every so often as a ghost.” He grins a bit. “You wouldn’t mind if I stayed here the night, would you? It’s a long flight here from Ponyville, even with the scarf…”

Luna smiled.  "Of coure,  Orion.  Thou may rest here until the morn, at which time thou shouldst be with thy family."  She led Orion to her bed.  "Thou may slep here tonight while we watch over our ponies."  A flick of her magic pulled the covers back.  "Please, make thyself comfortable."

 Orion climbs into bed, snuggling up with his scarf and pulling the covers over himself with magic, “Happy Hearthswarming, Luna. And goodnight."

"Sleep well, dear one," Luna said, giving Orion a quick tuck-in and a  peck on the forehead.  "We shall see thee in thy dreams."

Orion blushes as he’s kissed, then eventually falls asleep, as a snow outside begins to fall.

* * *

A cold, wintry wind blew through Ponyville's nighttime sky, and those few ponies who were out on such a raw night watched as their breath fogged into tiny clouds. But  Orion was not bothered by the cold. He sat alone on his balcony, staring up at the clear sky and thinking hard of a night just like this, one year ago... Raven had been alive back then. 

In the weeks since her untimely death, a great change had come over the grey unicorn. He rarely went out, and spent most of his time shut up inside his house, specifically his study. He talked little, save for the occasional greeting with Steno Pad, his loyal assistant, or (of course) a conversation with his foals about their schooldays. He would stare for hours at a picture of his beloved, then look to her empty side of the bed and cry, because he knew she would never come home again. 

He was, in short, lonely and heartbroken. Carrie's presence had helped, but it wasn't quite the same. He sighed softly into the air, wishing he knew where Raven was now, so he could hear her voice once more. But most of all, he longed for an end to the loneliness.

he soft thump of hooves announced the arrival of Princess Luna, Orion's closest and dearest friend.  She  had been there the day the tragic events unfurled, and knew, on the anniversary of the event, that Orion would be more in need of some form of companionship.  

Slowly approaching Orion, she spoke softly.  "'Tis a cold night, my friend.  Might we inquire what thou art doing out here instead of by the warmth of the hearth?"  She sat next to Orion.  "And, might we inquire as to why we have not received a visit from thee in far too many days now?"

Orion looks up at the sound of hooves, and then the sight of blue fur... his heart lightens just a little. "I felt like being out here a while," he says distantly. "And... well, I've been busy with house matters... and you have a country to run. Courts to hold, meetings to attend, things like that... I needn't bother you." He sighs a little. "I haven't had much interest in things these days... it's only been a few weeks, but it feels like it happened yesterday... I feel like a part of me has been ripped apart." He looks into her turquoise eyes. "Do you know that feeling?"

Luna shot Orion a look.  "Orion, thou of all ponies know that we never consider thy visits as a burden or inconvenience.  We are never too busy to make time for our dearest friends, of which thou hold the highest place, and thu are certainly never a bother."  She looked directly at Orion, a look of knowing and sympathy in her eyes.  "We do know the pain of loss.  All too well.  Be mindful that we have watched far too many friends and ... yes, even lovers, pass away.  We will bear witness to many more; it is the price of immortality.  But we do know that sealing thyself away as a hermit and shutting out thy friends when thou needs them the most will not heal thy heart."

"But what am I to do, Luna?" he asks, shivering despite himself. "There's nopony else in the world who could come close to filling the hole she left... what use is there in searching? I am not an immortal, like you, nor a royal... I have one life. And with her gone... I don't know what else to do with it."

Luna wraps her wings around Orion, shutting out the chill of the air.   "We will share  some  very wise words that we received many years past.  We were still quite young, and we had our first taste of romance.  Oh, what a stallion he was!  Smart, attractive, strong ... all a young mare in love could desire.  We spent many a year together, and one day, as mortal ponies are wont to do, he prepared for his final journey.  We were deeply saddened, vowing to do whatever it took to keep our lover by our side, to never let him go ... and he refused each time.  Finally, he looked at us and asked, 'Why are you doing all of this?'  We replied it was because we loved him.  His final words to me were, 'Good.  Now go love somepony else.'"  Luna placed a hoof on Orion's.  "The emptiness thou feels will never leave you, but finding somepony new to share your life, your joys, and even your sorrows will make it feel less empty.  Do not shut thyself away, Orion.  Thou art too good a pony for that."

Orion smiles at the hoof on his own, and looks into Luna's eyes once more. "I have often wondered... though we are as close as can be... have you ever wanted more?"

Despite her dark coloring, Luna's cheeks reddened slightly.  "We would be a liar if we denied having any interest in thee.  We kept it to ourselves in the interest of decorum, thou being a married stallion and all.  But, there were times when we did wonder what it would be like with thou.".

 Orion smiles a little at that. and leans in a little. "I... would not mind finding out. I've often had similar thoughts about you." He takes the plunge, and kisses her lightly on the cheek.

Slightly taken aback by the impromptu kiss, Luna's cheeks redden even more.  Gazing straight at Orion, she leans in and kisses him full on the lips - a deep kiss, filled with affection and a great love.

 Orion gasps but finds himself kissing back, awkwardly at first but with great love and affection after a while. His hooves pass briefly through her ethereal mane, as they did the first time they met.

Luna wraps her hooves around Orion and pulls him in closer, a passion igniting between the two as they kiss under the chilly night sky.  Breaking the kiss, she looks at Orion, smiling brightly as she strokes his mane.  "Did we meet thy expectations?" she asked with a  flirty grin.

"Spectacularly," Orion says with a smile, his tail flicking as his mane is stroked. "Shall we go in? I can make us cocoa."

Luna nods.  "Yes, that would be lovely."  She follows Orion into the house.

 Orion enters and goes downstairs to the kitchen to begin making coca, letting Luna sit down at the table. "Kissing you... my goodness! It was quite a thrill, I've never experienced anything like it! How was I?"

"It was better than we could have imagined," Luna said, sitting down.  "We can now see we were correct about thee, and thou managed to surpass even our best dreams about that moment."

 Orion blushes bright red at that remark, "You've dreamed about me?!" He pours the cocoa into mugs and serves it, complete with a dish of marshmallows.

"As we had stated, we had developed quite the crush on thee," Luna said, spooning some marshmallows into her mug.  "Our sister did tease us when she learned our secret ... but we bore no grudge for it was the truth."  She took a sip of cocoa.  "This is marvelous, my dear Orion."

 Orion smiles softly, adding marshmallows to his own, "Thanks you... I find the peppermint works wonderfully in winter." He smiles across the table at the blue mare, "I've always liked you... even when I was a little colt, and I heard the story of Nightmare Moon... I wasn't afraid."

"We could see thou were strong of heart, and filled with courage.  What drew thee to us?" Luna asked, intrigued.

"Your mysterious nature, I think... and how much you loved your nights... I remember wishing I had a time machine, so I could go back and visit you on the moon, so you wouldn't be lonely." He holds her hoof in his. "And more recently, after Chrysalis invaded... how quiet you are."

Luna smiled.  "We do not need lots of words to reveal our true nature," she said softly. "We allow our actions to speak for us, we use our words only when necessary."

"I admire that... and not just because I talk too much." He chuckles a little. "How about you? What drew you to me?"

Luna stops to think for a moment.  "The way thou conducts thyself, the quiet aura of strength thou projects, thy intelligence, thy love of our night ... these are but a few of the reasons we found ourselves drawn to thee. We are glad we got to know thee as a friend first most of all."

Orion blushes a little, nodding. "So am I, Luna... you're a wonderful, fascinating mare... I am glad to call you my friend. And who knows, perhaps a lover."

"Perhaps, my dear Orion.  We feel it is best not to rush into these matters headlong, rather let things progress as they will and follow along."  Luna looked down at the table.  "It, um ... it is a path we would not mind walking with thee."

 Orion looks mildly surprised, "...Really? You mean it?" He sounds hopeful. "I... I would like the same..."

Taking both of Orion's hooves in hers, Luna leaned in over the table.  "Then, let us see where the journey takes us," she said quietly, kissing Orion again on the lips.

Orion kisses her back, more confidently this time with much more passion. He drinks in her scent, allowing it to fill him. It felt so warm and soothing!

Luna took the kiss deeper, moving closer to Orion and drawing him close, wrapping her hooves around him.

Orion lets himself fall into her grip, wrapping his own hooves around her as he goes deeper still.

Luna caresses Orion's back, her hooves moving up and down from his shoulders down toward his flanks and back again.

Orion meanwhile rubs the spaces of her back between her wing joints, being very careful so as to not exert too much pressure on them.

Luna sighs contentedly, releasing the kiss, but not Orion.  "It has been years since we felt this good."

Orion chuckles, "I am glad to have helped that, Luna... I'm already feeling better thanks to you." He smiles, taking a marshmallow and popping it into her mouth.

Nomming happily, Luna smiles.  "We are glad for that.  And we expect to see thee for tea at the palace next week.  Perhaps some stargazing afterwards ... if thou wishes."

 "Of course," Orion says with a smile. "On both counts. I may even fly there, this time." He winks.

"We will look forward to thy arrival, however you choose to do so."  She gives Orion a peck on the nose.

 Orion blushes bright red, and smiles. "Of course. Farewell for now, I suppose?" He kisses her nose back.

"For now ... but we will see thee again soon."  Wrapping Orion in her biggest hug of the night, and kissing him tenderly, she prepares to depart.  "We are glad thou art in better spirits, my dear Orion.  Please, call upon us if thou are troubled and we will be there for thee.”

"And I will be there for you," he promises, smiling and watching her go. "Goodnight, dear Luna. I'll see you in my dreams!"

"As will we, my dear one.  We will see thee soon!"  With a mighty flap of her wings, Luna ascends into the night sky and back towards the castle.


	2. Werewolf of Ponyville

**Summary for the Chapter:**

> One Nightmare Night, Luna and Twilight uncover a strange mystery involving werewolves, Orion, and an old enemy of Luna's.

Nightmare Night: Held on the last night of October, its purpose was originally to remember Nightmare Moon, and appease her by giving her candy collected by the foals of Equestria. Since Luna's return however, the focus changed. More emphasis was placed on candy and good-natured scares, with the occasional cameo appearance from Nightmare Moon herself, though she promised it was all in good fun.

Something was different this year, however. Strange noises had been heard from the depths of Everfree, noises that sounded like Timberwolf howls, even though it wasn't Zap Apple season. The mayor had spent most of the month debating whether or not to hold that year's festival in light of this, and while the plan had been to go ahead anyway, all that changed when reports of disappearing ponies, a mix of adults and foals, grew frequent. On October 30th, a notice was put out: "The Nightmare Night festival for this year has been postponed. No candy is to be given out due to risks of attacks from the creatures of Everfree." And so, for the first time since the town's founding, Nightmare Night found Ponyville strangely devoid of decorations, and ponies as well.

Arriving in Ponyville as she had done every year since her return, Princess Luna arrived to what seemed like a ghost town.  No ponies walked the streets, no decorations were hung from the homes and shops, and a cold wind blew over the landscape.  She was certain that this was the night -- after all, she had marked it on her calendar way in advance and eagerly counted the days until its arrival.

Seeing a flyer blowing along the deserted street, Luna grabbed it with her magic and read it.  So this was the reason for the lack of festivities.  A look of determination crossed Luna's visage -- this was *her* night and no creatures from the Everfree Forest or elsewhere were going to stop the revelry!  She set off in the direction of Princess Twilight's house, keeping watch for whatever rumored creatures coud be lurking about.

Twilight Sparkle was currently enveloped in a book Professor Orion had lent her. He hadn't said where he got it, but the subject matter was most interesting! He'd described it as the first ever changeling romance novel. Her eyes were wide as she took in the story, a glass of milk and a plate of cookies sat nearby, occasionally being snacked on when she reached the end of a chapter. As the hero, a young drone in love with a time-shifted warrior of Pegasopolis began an adventurous quest to save her beloved, a loud howl broke the still night air. She blinked, brought out of the story completely, then rose slowly to her hooves.

Luna heard the howl too.  She quickly cast about, seeking the direction from whence it came, but saw nothing.  Approaching Twilight's door, she knocked loudly and called out, "Twilight Sparkle! We wish to have a word with thee!"

Twilight jumps and canters over to the door, opening it quickly with her magic. "Princess Luna! What are you... oh right, of course... well come on in, I don't think it's safe to be out tonight... the mayor thinks they're on the prowl." She moves aside. "Can I get you anything?"

Luna shook her head.  "We require naught but an explanation, and why were we not summoned sooner?" she asked. "If the town required assistance defending itself from this foe, we would gladly provide it with but a word.  And to disrupt this, the most magical of nights ... 'tis but a sacrilege!"  Luna was pacing the floor, growing more agitated as she spoke.  "Pray, tell me what thou knows about these vile ... creatures."

"Not much... all we know is that they sound like Timberwolves, and have been stealing away ponies in the dead of night... I've been trying to go out on a fact-finding mission, but so far I haven't had any takers... but they seem more restless tonight than ever." She looks into the eyes of the other Princess, clearly worried. "We've got to do something... would you like to come with me?"

"Let us away.  The sooner these vile beasts are stopped and our dear ponies are rescued, the better," Luna replied.  "Where is it that we go?"

"Everfree... probably near the old castle." She opens the nearest window and takes flight, shivering slightly in the cold night air. The streets remain as they are, abandoned and empty. Oddly however, something new has appeared... a trail of paw prints leading from the residential section to the forest proper. Twilight, darting down to get a better look, gasps in alarm. "They're coming from Orion's home..."

"Our friend Orion is in trouble!  Quickly!  We must rescue him!"  Luna was already at a dead run, making a direct path towards Orion's house.  "If Orion is in any way harmed, our vengeance will be MOST unpleasant and quite messy!"

"Luna, wait!" Twilight gallops after her, her hooves pounding the grass as they approach the manor. Breathing heavily, she knocks on the door with her hoof once they arrive, and manages to shout "Orion? Are you there? It's me, Twilight! Luna is with me!"

Curiously, there is no response, only the creaking of wood as the manor house settles slightly in the wind. She knocks again, and still there is no answer. Frowning, she tries the door and finds it unlocked, and the rooms within dark as can be. She lights her horn, and discovers a distressing scene: furniture has been bitten into and ripped, great chunks taken from the wall. Confused hoof and paw prints are all over the floor, as if whoever it was was involved in a fight. Twilight shivers, and stands next to Luna with a frightened expression. "Where... where did he go?"

Luna studied the carnage before her.  She traced each hoofstep and paw print, as if caught in a dance.  "A pitched battle was fought here.  Friend Orion gave as good as he received, yet I fear it was of little use, as he seems to have been taken by his foe."  She points to the lack of hoofprints following the paw prints a short distance away from the scene of the main fight.  Casting an illumination spell, the room glows in an eerie light as Luna searches around for more evidence.  "I see no blood trails, so it appears either party is not gravely injured.  Do you see anything, Twilight?"

Twilight peers around in the gloom, her own horn glowing softly as she works. "Hairs... some from a mane, others far too long to be from a pony at all... those must belong to the wolf." There also what appears to be the torn remnants of some paper... she floats them over, reading carefully. To her surprise, they appear not to be Orion's hoof-writing, but Raven's. There's a great deal missing, but what she can see are phrases like 'were,' 'phases,' 'night,' and 'hunt.' Twilight frowns, her brow furrowing. "Odd... I wonder what all this means?"

"More importantly, what has become of Raven?  Was she taken by the foul beast, or did she escape?"  Luna pondered this for a while.  "Perhaps Raven knew the true nature of these beasts and they have tried to silence her!  Time has become more of the essence.  We must follow these paw prints -- they should lead us to Orion, and Raven!"  Studying the apparent direction of travel, Luna began to follow the trail.  "Come, Twilight!  The game is ahoof!"

“Right away, Princess!" And so Twilight takes wing, toward the forest now. Once there, she lands and proceeds by hoof, horn glowing to light her way. As they approach the ruins of the old castle, the howling grows louder, and other sounds are audible: snuffling, grunting, growling, even the occasional bark. Eyes of various colors watch the two alicorns suspiciously, poised to strike from their positions in the shadows.

Luna's horn glowed, but not for illumination.  She kept her magic ready to cast at an instant should one of the shadow-watchers even dare to strike at the two.  Above the two, and the ruins of the old castle, the moon glowed brightly, making the scene appear even more surreal.  "We are most assuredly on the correct path," Luna remarked, "and I hope for their sake we find what we seek soon."

There seem to be even more paw prints in the castle, it seemed the mysterious wolves had made themselves a home here... as Twilight crosses the threshold however, one of the shadow-watchers leaps from its place and bites her tail, causing sparks of pain to shoot up through her body. "Ow!' she exclaims, turning around to see what had bitten her. She stares, thrown for a loop, at the sight: before her was a large male wolf, with grey fur and familiar green eyes... tufts of brown could be seen between its ears and at the tip of its tail. Twilight froze, taking in the sight. "...Orion...?"

Catching the wolf-like thing in her magic, Luna also regards the creature carefully.  It did bear his colorings, but ... what could have caused him to convert to a more canine appearance?  "Twilight!  Art thou hurt seriously?" Luna asked, before turning to the wolf.  "Orion, is it truly thee?" she asked softly, staring at the wolf.

The wolf's ears flick as he recognizes their voices... slowly, he lets go of Twilight's tail, staring up at Luna now. He gives a singular flick of his bushy tail, before licking Twilight's and Luna's cheeks in turn, as if saying hello.

"I do believe it is him," Luna says in between slurps, giggling slightly when "Orion" hits a particularly ticklish spot.

Twilight laughs and says, "He's so cute!" Then she reaches out with a hoof to pet the wolf. He responds immediately, tail swishing. He barks once, as if to get their attention, before trotting off on padded paws toward the remains of the throne room.

"We believe he's trying to tell us something!  Come, let us follow him!  Perhaps somepony has fallen down a well and needs us to rescue them."  Luna trots off behind Orion, towards the ruins of the throne room.  "I stil wonder what caused the transformation..."

“So am I... I wonder how long he's been like this?" All conversation stops abruptly however, when she sees what it is in the throne room. A herd of ponies, all of them in various stages of painful transformation into a more lupine form, look helplessly up at the Princesses, some of the farther along ones growling and snuffling at them too. Orion trots behind a large, bubbling cauldron, and fills a glass with the strange, glowing fluid inside, which he then forces into the mouth of the nearest pony...

Raven Sable gasps in fear as the liquid slides down her throat like fire, the changes beginning to set in immediately. Hooves splint and contort into clawed paws as her fur grows, her mane and tail becoming quite unruly. Fangs appear beneath her lips as her muzzle lengthens and reforms. When all is done, a purple wolf a little smaller than Orion lies on the cold stone floor, eyes wide. Orion, his intentions apparently revealed, levels a wolfish grin at the two alicorns, placing his front paws on the cauldron and rising up onto his back legs, as if about to tip it over.

Luna and Twilight watch in horror, when suddenly Luna cries, "Twilight! Up!"  With a  flap of their wings, the two alicorns are hovering above the floor, just as the contents of the cauldron flow across where the two once stood.  Grabbing Orion once again with her magic, Luna raises him to her eye level.  "No!  Bad Orion!  Bad!!" she scolds, and then casts a glance at Twilight.  "Well .. it seems the thing to do."  She looks around the room.  "We must find a way to counter the potion's effects for these poor ponies.  Surely Orion would have had an antidote, or the instructions to craft one."

Orion growls at his failure then snarls as he is lifted into the air, settling for flailing his paws and scratching Luna with his claws, instead... anything to pass on the curse! Twilight hums thoughtfully, "To reverse the transformation? It is a possibility... but what if he made it with the intent to make its effects permanent?" Nevertheless she swoops down and guides some of the fluid into a glass vial. "I'll go back to the library... I have better equipment there. What do we do with Orion? Can we give him the power of speech, at least?"

"We can try, but we must restrain him before he injures one of us, or himself."  Keeping a distance from Orion's flailing paws, and sharp claws thereupon, Luna finds a length of cord from a long-ruined ceremonial banner.  Using it to secure Orion's paws, she sets him down on the ground.  Her horn glows and Orion is bathed in a bright light, which fades away after a few seconds.  "Orion, we command thee ... speak to us."

Twilight takes off toward the library, leaving Luna alone with the wolf. Orion coughs, then speaks. It's definitely his voice, though tinged with gruffness from his current form... "So... you found me... always knew it was a matter of time... I hoped to have my plans complete before then though..."

Luna is shocked.  Clearly Orion was under the influence of something that was wreaking havoc with his processing of right and wrong. "Orion ... friend Orion, this is most unlike thee.  The Orion we know would never lift a hoof to harm another pony.  What is it that thou are trying to accomplish with this ... this sorcery and dark magics?"

"Conquest," he says simply, staring at Luna icily. "A force large enough to overtake the pony race, and replace it with our own, the wolves... tonight was supposed to be our night!" He looks to the spilled puddle of potion, now seeping down into the stone. "But all that is ruined, now... I hoped to induct you and Twilight into our ranks, but to no avail."

"Thou realizes that we would never have allowed thee to succeed, friend or no," Luna said icily.  "Now, you wil tell us who is driving thy will to undertake such a task.  We know such a  task goes against all our Orion knows ands holds true in his heart.  Tell us what diabolical force has taken hold of thee.  Speak its name that we may know our true enemy."

"I... I will not!" he shouts, putting a paw to his head as if it pained him. "No... never! Please... don't make me..." He stops in mid-sentence, as another change erupts. His fur darkens to black, and his eyes change from green to bright yellow. The new wolf smiles darkly at the moon princess. "Hello again Luna," it says in a deeper voice. "You remember your old friend Lupus, don't you?"

Twilight bursts into the room shortly after, holding a bright orange liquid in a large glass container. "Luna! I was able to synthesize a cure! If we give this to all the ponies who have been affected, we can restore them to their normal forms before the moon rises!" She stops and stares at the sight of the black wolf, "What happened here?"

"We caution thee to stay back, Twilight.  Go, and treat the others, I will deal with this."  LIfting Lupus/Orion in her magic, she carried him into another room.  "Lupus.  We thought that we were rid of thee all these years ago.  Why hast thou returned to this plane, and why hast thou corrupted the body and mind of our friend?"  Luna's eyes start to glow , and her voice is angry, though quiet.  "Did we not warn thee last time what thou would face upon thy return?"

Lupus yawns as if bored, "You of all ponies should know that villains are never truly vanquished, only temporarily defeated. When you and your sister banished me to the astral plane, I took it upon myself to bide my time and wait for a new host... after all, once you were done with me I didn't exactly have a body anymore. In Orion, I found exactly what I wanted. He's driven, fierce, but most deliciously of all, there's a dark side of him that he has hidden to all... a side just waiting to be exposed." He smiles hungrily. "You do not frighten me, Luna... I will fight you, if I need to, killing your friend in the process. Unless of course, you decide to join the pack."

Luna didn't react, instead staring straight at the image of her old foe.  "Always with the deal-making.  We see the years have not changed thee at all.  Understand this," she said, lowering her muzzle to his, "we know our friend Orion better than thou.  He has a dark side, yes, as all ponies do, but his heart and his spirit are pure.  This is why he represses his baser urges, and seeks the counsel of his trusted friends when he cannot battle alone the feelings of darkness rising within him."  Luna's eyes narrowed to slits.  "And we know, better than anypony, that Orion would gladly give his life than surrender to those urges and harm his fellow ponies!  Death would be his preferred option, and he would be glad it was us that would deliver him!"  Luna's voice became a harsh whisper.  "We destroyed thy body last time we met ... this time, we will destroy your very essence so thou cannot corrupt another of our subjects again.  Thy existence can continue, if thou leaves this host and never returns to this plane again.  There is no other option."  Luna's horn glowed brightly.  "Think quickly, my patience runs short."

Lupus snarls, "I will never give up, Luna! I shall have my Empire of the Wolf, no matter what you try to do!" He dives at the dark blue alicorn, sending his pointed fangs into the fur and skin of her neck, his claws raking her sides at the same time.

Luna cries out in pain and surprise, her front hooves lashing out at the lupine form before her.  Metal-shod hooves connect with flesh and bone, again and again, until Lupus's hold is released.  drops of blood fall from Luna's wounds.  Luna's horn glows as bright as her eyes, and the fury of the Royal Canterlot Voice reverberates through the old castle walls, making the ponies in the throne rom cringe in genuine terror.  "VILE SPECTER, WE  COMMAND THEE TO LEAVE THIS BODY AND BECOME AS THE AIR!! NO LONGER SHALT THOU CORRUPT THIS PLANE WITH THY EVIL MACHINATIONS!!!  Quomodo nihil reversus sumes insta diebus æternitatis!!!!!" The entire room glowed white as Luna finished the incantation, a blinding, pure white light bathing all.  When the light faded, two figured lay on the floor, each not moving.

Twilight flies into the room, shaking from the force of Luna's shout. "Luna! Orion! What..." She gasps and dives down to check for life signs. "Both of you, speak to me... please!" 

Luna stirred slowly, wincing in pain at the bite and scratch wounds.  "T-twilight ... the antidote, is there any left?" Luna croaks, "Please, give some to us if there is...we believe the spirit is defeated, but we cannot be sure yet..."

"Some..." The purple alicorn floats it over, shaking. "There's only enough left for one of you..." She stares at Orion's body, wondering. He wasn't moving. "Luna..." She trots to the grey unicorn and puts an ear to his chest, "His heart's beating... but weakly..."

 "Give it --give it to Orion," Luna says weakly.  "We can fight if the urges try to overtake us.  Hurry, while he is still weakened."  She shakily rises to her hooves.  "Are the others ... the others cured of this affliction?"

She nods, "Restored and sent to the library... Spike is going to look after them." She tips the last of the cure into Orion's mouth. He swallows, though otherwise doesn't yet move. "Mmm..." he moans, almost inaudibly.

“Orion ... friend Orion, please speak to us.  Is it truly thou?  Hast the evil shade departed from you?" Luna asks quietly.  She watches with Twilight, nervously awaiting his reply.

Orion gives a solemn nod, "Yes... but he took a lot with him..." He coughs a little. "I'm sorry, Luna..."

Lifting Orion gently in her magic, she shushes Orion.  "Rest now, friend.  We can talk later.  There is no need to apologize now."  She turns to Twilight.  "Let us return to the library, and quickly. "  She walks out of the room, carrying Orion in her magic.

Twilight leads the other two to the library, where Spike is just seeing the last of the guests into the guest room. At the sight of the prone Orion, he gasps in shock. He (Orion) seems to have several drops of Luna's blood staining his fur. "Is... is he gonna be okay, Twilight?" Spike inquires.

Twilight nods solemnly.  "He needs to rest.  Get some pillows and a blanket, and get some bandages for Princess Luna," Twilight says, "I need to craft more antidote."

Luna sets Orion down on a sofa, and settles on the floor next to him.  "How did Lupus manage to possess thee?" Luna asked him quietly.  "Thou can answer later if thou cannot speak now."

Spike nods and gets to work quickly, even making the two a cup of earl grey as he wraps them in blankets and pillows. Orion, after a while, finally opens his eyes. "I found a book... on potions... and heard whispering... when I looked away to find the source, I felt a pain my neck... when I looked, I found bite marks from a wolf's fangs... the next month, I turned into a wolf myself.."

"Where did thou find this book?  We do not believe it can harm thee again, but we may ask thee to surrender it until we can study it further.  We believe that might be how Lupus returned from the astral plane he was banished to by our sister and ourself."

"It was sent to me anonymously, but I will of course give it to you... it's in my study." He wraps his hooves around Luna and hugs her. "Are you going to be okay? Those bites look nasty..."

"We will be fine," Luna says, returning the hug.  "We are more concerned for yours and Raven's safety.  Rest now, my friend.  We will fetch the book in due course."

Twilight returns with more of the antidote.  "Here, this should do the trick."  

Luna drinks the potion, and after making several faces, lays down next to the couch Orion is settled on.  "Please inform the Mayor that the threat is no more and Nightmare Night can be held tomorrow evening."  Twilight nods, and goes to do just that.

Once they're alone, Orion yawns and closes his eyes, smiling tiredly at Luna. "See you in the morning, then?" he asks softly.

"We will see thee in thy dreams," Luna replies with a smile.  "Sleep well, my dear friend.”

**Notes for the Chapter:**

> Being a furry, I really like werewolf stories, though it's not often that I actually sit down and write one myself. One day I'd like to write a story where the werewolf is the hero, not the villain, but until I can come up with a good idea, this will have to do. This story does, however, establish that Luna was the Warrior Princess to Celestia's diplomat.


	3. Through the Mirror

**Summary for the Chapter:**

> The human versions of the Element Bearers plead with Carrie and Orion to venture through the mirror and stop Sunset Shimmer from accomplishing her takeover of Equestria. Based upon the first Equestria Girls movie.

The sky above Canterlot was an ominous, fiery red. The palace had become a twisted mockery of itself, depictions of the sun and moon were hurriedly removed and replaced with ones of a sun covered in yellow and red flame. In the throne room sat a tall, red-skinned creature with fiery hair, demonic wings, and long, clawed fingers. Beside her were her two minions, Snips and Snails, both of them also transformed into demons like herself. Outside, humans patrolled the streets, their eyes glowing malevolently, keeping frightened ponies in line. 

Word had spread across Equestria of the Princesses’ defeat, and ascension of Sunset Shimmer. Ponies hid, too terrified to risk leaving the safety of their homes, for fear of angering their new Queen. 

In Ponyville, six shadows moved through the silent town toward Twilight Sparkle’s abandoned library. One of those was small and strangely canine, this was Spike. With him were five other humans, all of whom looked like the ponies Spike had known. Spike pushed open the door, and together the six beings entered the library. 

Rarity frowns as the smell of dust hits her nose, wrinkling it in displeasure. “Goodness, this place looks like a disaster! How will we ever find anything to rescue Twilight in this mess?” 

Spike shrugged, scampering about on his hind paws as he looked through the papers covering the place, “She’s gotta have something we can use, she never throws anything away!” 

Abruptly, Pinkie Pie shouted “Hey guys, I think I found something! Look!” She handed over a stack of letters to Rarity, who took them, taking a small pair of glasses out of a pocket of her dress and putting them on. She began to read aloud. “Dearest Twilight: As both your friend and head of the Brownmane-Shadow house, allow me to extend my most sincere congratulations to you on your recent ascension to the throne. You are an inspiration to us all, this is an honor you richly deserve. If you are free, I would like to join you for tea on Wednesday, so we can discuss things in better detail. Your faithful friend, Orion.” 

Rarity looked up, an expression of confusion on her face, “Orion who?”

Spike stared at her, “How can you not know who Orion Shadow is? He’s only one of the... oh right, duh. You’re humans, he probably doesn’t exist in your world... long story short, he’s kind of a hero, like Twilight is. He’s defeated and befriended changelings, once stopped a whole bunch of nobles from overthrowing the government, he even stopped a war with the griffons!” 

“He sounds like quite the dashing hero,” Rarity remarks, sitting down on the nearest available chair and looking over the other letters, “Find him and bring him here, would you? I think we’ll need his help.” 

“You got it, Rarity!” And with that the purple dog ran off, toward a large manor in the distance. 

Shadowfall Manor was a tall, somewhat imposing manor house perched on a hill in the residential area of Ponyville, guarded by a wall with a gate in front, on either side of which sat two gargoyles. The house itself was currently protected by a large blue shield, rendering it largely impassable except by magical means, and sometimes not even then. 

From within his sitting room, Orion Shadow peered out the eerily quiet town, his expression surprisingly grave. He’d spent years guarding his home and country from whatever threats that dared to attack it, but it seemed even this had escaped his knowledge. With the Princesses missing and Sunset Shimmer assuming total control, he was helpless. Needless to say, he was quite surprised when a purple and green dog came running up toward the bubble. With magic he quickly threw open the window and altered the mechanics of the bubble shield just long enough to allow him in. “Spike?! Is that you?! What happened? Why are you a dog?" 

"It's a long story ... I'm just glad you're still here," Spike said with obvious relief. "I was afraid you'd been taken along with all of the others. Anyway, it has to do with a portal to another universe, and a possible way to defeat Sunset Shimmer and get the Princesses back! I was sent here to see if you'd be willing to help ... seeing as you're a pretty big hero to Equestria and all." Spike fixed a puppy-dog gaze on Orion, easy to do in his current form, and quivered his bottom lip slightly. 

Orion laughs and gives the puppy Spike a hug, and smiles at him. "I've made it my goal to never turn my back upon my country when it needs me... and if the news out of Canterlot is any indication, it needs me now more than ever." He adjusts his bowtie. "Lead on, Spike! And explain this portal you mentioned, it sounds intriguing!" 

Spike is so excited, he starts to slurp Orion's face, but stops abruptly, blushing and seeming embarrassed. "Un .. sorry about that. Come on, the others are back at the library. Oh, and if you think I look weird, well, you haven't seen anything yet. I'll try to explain everything on the way." He leads Orion out of the mansion and towards the library, being mondful of patrols by Sunset's minions. 

Stepping into the library, the five turn to get their first glimpse of Orion. Fluttershy is the first to break the silence, squeeing happily. "Oh, you look so cute with that bow tie!" she says, wrapping Orion in a hug before letting him go and shying away slightly. "Um, sorry, but you're so much cuter than the ponies I see on our world," she says softly. 

"I've told him the basics," Spike said to the group, "but I'm sure he has questions for all of you."

"Oh, well, thank you," Orion says with a smile, hugging the human Fluttershy back, "Bowties are cool." He steps back, taking in their appearances. "So... Spike mentioned the five of you are... I think the word was humans? Yes, that sounds right... and Sunset Shimmer tried to take over your world?" 

"Yes. She needed the crown from this universe's Twilight to do that, and set it up so that when she was crowned queen at the Fall Formal, she could enslave us and take over this world also," Rarity explained. "That was the plan, until your Twilight entered our world and tried to stop her." 

"We almost stopped her, but Sunset managed to git the upper hand on Twilight, threastening to destroy us if Twi didn't surrender. Well, Twi being Twi, of course she stepped down. Sunset had her imprisoned in our world and we cain't git to her to free her. Some kind of magical field guardin' her, not to mention her dragon army," Applejack continued. 

"Sunset cast a spell to keep the portal from sealing itself up, that's how we were able to get here," said Rainbow Dash. "Twilight told us about where she lived, and Spike here offered to help us get there and see what we could find." 

"Sunset also cast a spell to prevent anyone passing through that portal from our world into this one from changing into another form, which is why we're still human and Spike is stil a cute little doggie, but we're not sure if anyone from this world crossing into our world will turn into a human or not," said Pinkie Pie, who seemed incredibly restrained in her actions. 

"We'll soon find out," Orion says with a nod. "I've been in parallel universes before... in fact, I know somepony who may be able to help!" He clears his throat and gestures grandly with his forelegs, "Mares and... gentledogs, may I present, Her Majesty Princess Carrie Shadow of the Lunar and Solar Republic!" 

The group focused their attention to where Orion had gestured -- a simple crack in the wall. A bright light shone through the crack as it grew large enough to allow a pony to pass through, and out stepped Carrie Shadow. "I heard everything, Orion, good thing you asked me to listen in on--OH MY LUNA WHAT ARE THOSE?" she yelped, jumping behind Twilight's desk and starting to light her horn. 

"Carrie, please, relax... it's okay, they're beings from another world! Just like you are to me, and I am to you! Both our worlds are under threat from a mare named Sunset Shimmer, Twilight Sparkle and our Princesses are missing, and if we fail to either rescue those captured or prevent any of this from happening we'll all either die or have our minds wiped and become mind-slaves, but... I'm sure we'll do fine." He takes Carrie's hoof in his. "Trust me." 

Warily letting her horn relax, she stepped out from behind the desk. "Okay, Orion, I trust you ... you are an Element of Unity in our world, after all. So, it seems that the whole thing revolves around releasing Twilight and ending Sunset's reign of terror. I'm guessing you have a plan?" 

"Well, yes... but it requires going into their world." He gestures back to the humans. "Or would, if it was possible to arrive there at an earlier point in time... but the only time spell I know of is only good for short hops, and we might be on the other side of the mirror for days! Perhaps weeks!" 

"Maybe this book might help -- 'Star Swirl's Time Travel Tips and Tricks For That Vacation You Wanted to Take Three Weeks Ago.' Found it under 'T'," Pinkie announced, holding a seemingly weighty book in her hands. She passed it over to Carrie and Orion. 

Orion pauses, and decides that Pinkie Pie has always been and will always be an enigma unto herself, no matter what form she takes. Nodding, he takes the book in his magical aura. "Thank you Pinkie! Now then..." He opens it and begins flipping through, "Extended stays... extended stays... if I were an extended stay spell, where would I... oh! This might prove promising! If cast correctly this spell will last up to 72 hours, allowing the caster, or casters, to alter the timeline as they see fit without affecting their memories." 

"And I can do a pinpoint spell that will get us back three days before the Fall Formal, and get us in a position to help Twilight," Carrie said. "Okay, read up on yours and then we'll get going." 

"Now, hold on jest a durn minute there," Applejack interrupted. "How in tarnation do y'all plan to git to the portal, bein' guarded as heavily as it is? Shoot, we barely made it past them guards ourselves just to git here!" 

"A fair question, Applejack," Orion concedes, looking to Carrie. "We could pose as willing subjects, desiring to turn our fellow ponies in and enslave them all, and let them take us to the portal, only to reveal our true desires when they aren't in a position to oppose us. What do you think?" 

"I suppose, we could do that, or, and this is just a wild stab in the dark, but hear me out ... we could simply teleport in behind the guards, use a quick stun spell on them, and walk through unopposed after we cast the spells we need to travel." Carrie looked at Orion with a seriou expression. "Or is that too crazy to work?" 

"Actually that sounds like a better plan... always trust a mare's intuition." He smiles up at the humans, bowing his head. "It was a pleasure to meet you all. And I'm sure we'll all meet again, but you won't know we're ponies... because this meeting won't have happened to you yet, and..." He trails off. "Maybe we can meet again when all this is over." 

The five go over and offer hand/hoofshakes and hugs. "Good luck, brave ones," Rarity said, "and be sure to seek us out when you get there." 

Carrie steps away from the group and beckons to Orion. "While you were having your little hugfest over there," she says teasingly when he approaches, "Spike told me where the portal is located. I can get us both there in one wink so we can conserve our magic, but you'll have to stay close to me while we teleport." 

"Aye, ma'am!" With a last wave at the five humans, he takes Carrie's hoof and closes his eyes, ready to go. 

With a flash, Carrie and Orion find themselves standing near the portal, with two guards facing the opposite way directly in front of them. Carrie quickly casts a stun spell and the guards slump to the ground. "Part of my princess training was learning quick-casts. I think I'm getting better at it. Now, you set your spell, I'll get the point spell ready, and we'll walk into a completely alien world where even our very being will be altered in who-knows-what kind of way. You up for it?" 

Orion grins at her, "I thought you'd never ask." He lights his horn, thinking of the time spell he'd read earlier. The, when Carrie has the point spell ready, leaps with her into the unknown! "Geronimoooooo!" 

Carrie just rolled her eyes and jumped in after Orion. The time spell fired as soon as they passed throguh the portal, and the very fabric of space and time warped around them as they traveled to the human world.

* * *

The two ponies whoosh through the strange, multi-colored void between the worlds, their bodies transforming into forms more like those of the humans Orion had met. After what felt like a long time but was only a few seconds they were spat out the other end, in the courtyard of an immense school. It was a crisp fall day, and the sun shone down on the two new arrivals as if welcoming them. 

Carrie puts a hand to her head. "Whoa ... that was disorienting. Let's see if we can figure out where we are." She looks over the school grounds, studying the giant horse statue in the common area. "You'd almost think they worshipped us here, based on that." She took a few wobbly steps toward the statue. "Okay .. really gonna need some getting used to.." 

Orion opens his eyes and looks around, dazedly. He starts inspecting himself. "Legs... still got legs... but only two, I think.." He wiggles his fingers, "I wonder what these are called? Oh, and can I have an apple? All I can think about, apples! Maybe I'm having a craving! That's new, never had cravings before!" He looks down, "Oh good, I still have clothes... bowtie, still cool. Fez..." He feels only air. "I can buy a fez." Then he turns to look at Carrie, and his eyes go very wide. "Look... look at you! You're all... bouncy!"

Carrie gasps, and clasps her arms tightly around her chest. "It's rude to stare, you know. And you look so much more .. gangly, I guess is the word. So ... wanna try going inside? Should be interesting to see how we walk now. And maybe there's apples in there for you." 

"Going inside... that's a good idea!" He nods and gets unsteadily to his feet, "By the way, your wings and horn have gone missing," he says breezily, taking his first few steps. It felt odd, he kept waiting for his hind legs to follow with his front ones, when he only had one pair of legs. He then proceeds to walk straight into a tree, and falls onto the ground again. 

"Your horn's gone too ... probably for the best, I think thy'd look silly on us in this form." She fares a little better than Orion despite being slightly top-heavy, stumbling over to him and attempting to help him up. "Ah, now I see what these are good for," she says, grasping Orion under the arms and helping him get back on his feet. "You didn't hurt yourself, did you? Here' let me dust you off, no point in you looking like some raggedy man -- is that what they're called?" 

"Early days, steering's a bit off," he comments, steadying himself and adjusting his bowtie, "And yes... man, I think. Or girl, in your case..." Satisfied, he walks with her toward the building entrance. "At least the weather's nice!" Carrie nods. "Yes, whomever controls the weather here does a great job.' With much effort to stay upright, they finally approach the doors. Carrie reaches her hand out, and give the door a pull. It opens. "Ah. There we go. After you, Orion," she says. 

"Oh, well, if you say so!" He smiles to her and walks through the door, looking around and breathing the smell of the place in through his nose. "Mmm... now there's a smell that never changes! The smell of learning and a well-used school!" His gait, in contrast with the refined, noble trot his pony self had, was far clumsier in this world. He stared at his hands, turning them around and flexing his fingers. "Hm... bony, aren't they? Skinny! It's like a special effect!" 

"Well, when you have no magic, you need something for object manipulation. Just wish they didn't seem so fragile," Carrie replied, flexing her own digits. "This whole 'upright' thing feel strange, too, like I could topple ov-WHOOOOA!" Her fall is short but the damage is done, and Carrie is sprawled in an undignfied heap on the linoleum floor. "I'm fine," she says as she shakily rises. 

Orion takes Carrie's hand and tries to pull her up, "We're lacking fur... I think humans have something else... skin, was it? That sounds right..." He looks thoughtful, "I wonder what those things on your chest are for.. the others had them too." Then the bell rings, and at once the hallway is filled with students on their way to lunch. 

"We'll look it up later," she says, tucking her arms closer to her chest and covering herself up even more. "Let's follow this group and see where they go. I heard mutterings about 'lunch,' so maybe we can get some food." 

They follow along into the cafeteria, mimicking the other students as they grabbed trays and silverware, and filed in line. Carrie selected a few items, mostly vegetable dishes and a salad, before turning to Orion. She eyed his selections with a bemused look. "Think you have enough food there?" she quipped. 

"New mouth, new rules! It's like eating after cleaning your teeth, everything tastes wrong!" His tray is loaded down with, oddly, apples, yogurt, bacon, beans, and a bowl of custard paired with fishsticks. 

Carrie shrugged. "O-kay, if you say so," she said, heading to an empty table. She picked at a few lettuce leaves, giving them a quick nibble. "Hm ... not too much different, quite tasty in fact." She picked up a small cup of salad dressing. "I winder if this is the lettuce sauce," she wondered. 

Orion tries each of the foods on his own tray, and wrinkles his nose. "Apples are rubbish, I hate apples..." He tries yogurt next, and frowns. "It's just stuff! With bits in!" He tries the bacon and spits that out too, leveling a glare at the lunch ladies. "Are they trying to poison me?" At the beans he nearly vomits. "Beans are evil... bad, bad beans!" Next comes the bread and butter, which causes him to run back toward the main doors and toss it out into the street, hitting a cat. "And stay out!" Finally he goes for the fish fingers and custard. He dips one into the bowl, takes a bite, and grins. "Finally!" 

Carrie grinned, and chuckled nervously as students stopped and stared at Orion's antics. "He's not from around here...ah hahaha....different culture, you know." She leaned in and in a very tense whisper, said, "Okay, now that we've found your food of choice, let's eat and get back to the task at hand, okay?" 

"It's not my fault I'm so easily distracted! I have a lot of things to do, my mind's all scrambled to boot!" Orion whispers back. "Let's see if we can find Rarity and the others... they might be able to help us too." 

"Sounds reasonable to me," Carrie said, returning to her salad. 

"Um ... pardon me," said a timid voice, "but, I was wondering .... if I could share the....table with you......if not, it's okay, I can go elsewhere...." The pink-haired girl was trying hard to shrink herself into her bright yellow sweater, a blush spreading across her cheeks.  

Orion smiles and scooches over to one side, beckoning the pink-haired girl toward the table, "It's quite alright, my dear! Come and join us! This is Carrie, and I am Orion. What's your name?"

Her voice dropped in volume with each word she spoke. "I'm ... um ...... Fluttershy." She sat down and looked at the two carefully. "A-are you new here? I don't remember seeing you before." 

Orion nods, "Only just transferred. We're from... out of town. Way out of town." He leans in slightly, "Have you seen anypo-one with purple skin? Hair like dusk?" 

Fluttershy thinks for a moment. "Um, well, I did see someone like that in the hallway earlier. She had the cutest little puppy with her," she said with a smile. "She seemed to have trouble walking and using her hands ... poor thing, I hope she isn't sick." 

"Do you have any idea where she went?" He leans in even more, looking excited. At last, a lead! 

Fluttershy drew back into her sweater slightly, looking nervous. "L-l- library," she squeaked. "She went into the library. I haven't seen her since." 

"The library! Thank you!" He shakes Fluttershy's hand vigorously and quickly finishes eating, then springs to his feet and goes running back toward the door. "Come along, Carrie!" 

"Thank you very much. Hope to see you again!" Carrie said as she dashed off after Orion, leaving a very confused Fluttershy in their wake. 

Stopping outside the library, Carrie turned to Orion. "Okay, we know she's probably in there. How do we let her know who we are and that we're here to help?" 

"Go up to her and tell her who we are and that we're here to help," Orion says breezily, opening the doors and striding inside. "Twilight? Are you here?" 

"SHHHHHH!" A lavender-haired girl wearing a floral-print dress shushed the two as she moves past with a cart full of books. "People are trying to study here, you know!" The sound of what could have been someone slamming their hands on a keyboard rang out through the library. This made the girl's eye twitch. "I wish that new girl would learn how to type," she muttered as she continued on with her duties. 

Carrie blinked. "I wonder if that sound could be Twilight," she asked. 

"Probably... she'd be just as ill-used to hands as we are!" He makes way toward the computer terminals, and smiles when he sees their quarry, "There you are, Twilight! We've been looking all over for you, you never answered my letter!" 

Twilight jumped in surprise at the voice approaching. "I-wha-I never sent anypo-anyone a letter, you must be mista----" She stopped and studied the two figures before her. "Your voice sounds familiar ... h-ave we met before?" she asked tentatively. 

Orion facepalms, "Yes, we've met before... it's me, Orion! Remember? I live in Ponyville with you?"

Twilight's eyes shrunk to pinpricks. Her voice dropped to a whisper. "But ... but that's impossible, nopony else knew about the mirror--" She clapped her hand over her mouth. 

Carrie rested a hand gently on Twilight's shoulder. "It's okay, Princess Twilight," she said soothingly, "we're here to help you stop Sunset Shimmer." She grinned. "It's me, Carrie ... do you remember ?" 

Twilight stared, dumbfounded. "B-but ... whata re you doing here? And how did you even GET here?" 

The same way you did," Orion replies, "Via the mirror... but not quite. Carrie and I are from a future where Sunset Shimmer's plan comes to fruition, and she is able to stage a coup on the throne. But we're here now in the past, to avert that future." 

"Sunset --- won? A coup against the princesses?" Twilight struggles to grasp that concept. "No, we can't let that happen, we have to stop her!" She started to bounce a bit in her seat as her nerves started taking over. "There's got to be a way, I just can't find it! Arrrgh!" She let her head fall on the desk. 

"Twilight, relax... please. I'm here, Carrie's here, we can both help you." He squeezes her hand reassuringly. "You have to find the others. Rarity, Fluttershy, Pinkie Pie, Applejack, and Rainbow Dash. You six hold the key, we're only here to make sure that it happens at all."

"O-okay," Twilight said shakily. "It seems they had a major falling-out ... if I could help them to work through it and be friends again, we should be able to stop Sunset Shimmer!" She hugs Orion. "Thank you so much! I'll be sure to call on you if I need help!" 

"You're welcome!" He hugs her back tight, then lets go and looks to Carrie, "Ideas? Perhaps we should meet up with the others, or go looking for Sunset ourselves?" 

"Maybe we should keep an eye on Sunset, and find out what she's up to. I don't know how she did it, but we're not going to let it happen." Carrie smiled and hugged Twilight. "We're here for you if you need us. Come on, Orion." 

"Coming!" Petting Spike briefly, Orion follows Carrie back out into the hallways of the school. "What a strange world this is..." 

"Yeah, tell me about it," Carries snarked. "All right, we need to find Sunset Shimmer and see what she's up to." 

Orion spots a couple of young men loitering around, otherwise known as Snips and Snails, "Wonder if they're with her..." 

Carrie eyes them suspiciously. "Woudn't surprise me. Let's keep an eye on them, they might lead us to her." 

Orion nods and follows them down the hall, doing his best to keep quiet. Turning the corner, the two bump into a girl with curly purple hair, wearing a light blue top and a purple skirt with three diamonds on it. "OH, please pardon me, I didn't see you there," she says with a slightly posh accent. 

"Oh! That's quite alright, miss! I didn't see you either." Orion quickly offers a hand, "I'm Orion, and this is Carrie... and we're on the trail of some ne'er do wells." 

"Rarity," she says, taking Orion's hand. "Oh, such a gentleman ... very difficult to find these days," she said, moving a little closer. "Are you two dating?" she asked, looking Carrie over before turning her eyes back to Orion. 

"Oh! No, no... we're... brother and sister! Almost! Twins, in fact!" says Orion quickly.

"Really...." Rarity purred. "Such a pity a strapping lad like yourself doens't have a special lady by his side." She moves closer. "Of course, I'm sure that could change..." she said with a wink. 

"Oh, well, that's very nice of you Ms. Rarity, but I'm afraid I haven't time for romance! Lots of baddie chasing to do!" Orion says, smiling apologetically.

"Oh, such a pity ... you'd be a fine catch," Rarity said with a small pout, leaning in close to Orion. "Let me know if you change your mind," she whispered. Straightening up, she waved to the two. "Well, I won't keep you any longer. Ta-ta!" She heads on down the hallway. 

Orion blushes and sighs, racing to catch up, but finds the two boys had long gone... "Great, we missed them! Now what do we do?!"

Carrie looks down the hall. "Nothing to do but go where they went. This way!" She led Orion down the hallway before coming to an intersection. "Great. Wanna pick a direction?" 

"We'll split up... I'll go right, you go left!" Orion takes off down the right fork. 

Carrie shrugs. "I guess I'll go left, then." She takes off down the corridor. 

* * *

Orion walks alone through the halls of CHS, still flummoxed by his new body, and his mission. As before the fate of Equestria rested on his shoulders, but this time, he wasn't sure he could do what he needed to... this new realm with its strange rules and stranger forms was unsettling, and he wondered what would happen if he failed. 

Muffled voices came from a bend up ahead. Two masculine voices witha feminine one seeming to dominate the conversation. They were speaking low enough that no certain words could be heard. 

Carrie came up next to Orion, her own search having hit a dead end. "Nothing that way ... what's going on here?" 

"No idea... I can hear voices though..." Orion reaches into his jacket pocket and withdraws his magic screwdriver, then walks closer toward the bend, listening carefully. 

They turn the corner just in time to see Snips and Snails scurrying off, and Sunset Shimmer standing in the hallway. She eyes Orion, and his screwdriver. "And just what do you prpopse to do with that thing, atomize me?" she sneers. 

"Atomize you? Oh please, there's not a setting for it... or wood, for that matter. But no, I'm going to use it to turn off whatever mind spell you have that's affecting the population of this school. I saw all those cliques and divisions, and I know you would be the reason!" Orion pokes Sunset's nose. "Your plan will end in tatters, Sunset Shimmer. And I will see that it does!" He presses the button, the screwdriver held high above his head... 

Nothing happens. No light, no noise, no nothing. There is only an awkward silence. 

Sunset looks nonplussed. "Sci-fi geeks," she says before turning and walking away. 

Carrie looks at Orion. "I think we better see what those other two are up to." 

"Fine..." He tosses the useless screwdriver into a corner, he can always build another when he returns home. That done, he walks off with Carrie. "Do you think she suspects us?" 

Carrie shakes her head. "I doubt it," she says, "but if I were you, I'd be careful around her. I just have a bad feeling about this." 

Orion nods. "Because of what we saw in the future? If we're lucky, the future will never happen and we can go home, nice and safe!" 

"Then we'd better keep close tabs on Twilight as well, along with the others. We've only got a couple of days left," Carrie remarked. 

The two spotted their quarry, heading to the library. They entered and headed to where Twilight was sitting, keeping out of her line of vision. Carrie quickened her pace. "Do we interfere now, or wait until they grab her?" 

"I say wait until we grab her, we don't know what they're planning yet," Orion says.

Carrie nods and watches as the two seem to be making ... videos of Twilight? That didn't make sense -- why would Sunset Shimmer ask for videos of Twilight Sparkle? Still, she kept still and watched the whole thing. 

Orion watches what Twilight is doing and frowns, "Whatever they have planned, it can't be good... look at the poor girl! She's making a fool of herself, and she doesn't even know it!" 

"She has no reason to suspect anyone's recording this, either," Carrie whispered. "I wonder if this was part of how Sunset defeated Twilight the first time?" 

"Maybe... but what for? Some social event?" He scratches his chin. "I don't understand..." 

Carrie looks around the room unil she spots a poster. Nudging Orion, she points to the poster announcing the Fall Formal Dance, with the crowning of the Fall Formal Queen. "Didn't Twilight's crown get stolen? I feel this is connected somehow..." 

"If it did, Sunset Shimmer is probably the culprit... and she might be using the Fall Formal as an excuse to... create the army she took Equestria over with!" 

Carrie shivers. "An army of adolescent humans ... there's a scary thought. Oop, they're moving. Better tag along and see where they go now." 

"Right!" Orion nods and follows after them once more, wondering what they were going to do with the video footage. 

The following morning, Principal Celestia’s voice rang out over the intercom. "Good morning, students, and happy Thursday. Just a reminder to pick up your ballots for the Princess of the Fall Formal today. They are due at the time the dance starts tomorrow night, so don't forget to turn them in and make your voice heard.” Orion and Carrie step inside the building, doing their best to remain inconspicuous. Orion was failing miserably, tripping over his own limbs and generally making an idiot out of himself. 

Carrie seemed to be faring better, if still a bit shaky. She goes over to assist Orion. "I thought we agreed to practice our walking before coming back here today?" she whispered. Turning quickly as a group of tudents passed by shooting strange looks at the two, Carrie smiled broadly. "New shoes, he'll be okay," she said. The students shook their heads and walked away. 

"I did!" he whispers back, looking affronted. "Honestly, it's not my fault! These legs are far too tall and much too few! Besides, speak for yourself. At least I have better motor skills. You wouldn't have that makeup on if it wasn't for me." He wiggles his fingers. 

"If you're referring to that picture you had me look at as a guide, it make sme glad I found something else," Carrie retorted. "Now, I believe from that announcement that we need to get Twilight to win the election, and in doing so, deny Sunset the chance at that crown." 

"Then we need to vote for Twilight when the ballots come," Orion replies, as 

suddenly a group of students start pointing and laughing at a yet-unseen figure. 

"Something's going on over there, come on!" Carrie grabbed Orion's arm and led hin toward the source of the laughter. 

Twilight Sparkle is walking through the halls, confused about why people are laughing at her. As Carrie and Orion enter, someone shouts "Oh look, it's the other two goobers! They're in the video too!" 

Carrie and Orion look at each other, confused. "Video? What are they talking about?" Carrie asks. She thinks for a moment. "Hey, you don't suppose it had something to do with those other two in the library yesterday, do you?" 

"Probably!" Orion agrees, as suddenly a pair of white arms drags the three of them into an empty classroom. "Hey! Let me go!" 

"Hey, what--" Carrie is dragged along with Orion. 

Twilight is dragged in too, just in time to spot Rarity rustling through her bags. "You three will need disguises, it simply isn't safe out there!" 

"Rarity? What's all this about?" Carrie asks. "I heard something about a video -- what are they talking about?" 

"Oh it's too complicated to explain, I'll show you..." She takes out her phone and shows off a well-made attack ad against Twilight, focusing on her many eccentricities. Orion and Carrie are painted as helpers, with the three of them intending to ruin the 'traditional' school hierarchy. 

Carrie watches the video with a snarl on her face. "I knew those two were up to no good! I knew it! So this is how she plans to --" Carrie stopped talking and clapped her hands over her mouth. 

Rarity blinks, "To do what, darling? Finish your thought!" 

Carrie sighs. "Guess we'd better tell them now, Orion," she says. Taking another breath, she says, "Sunset Shimmer is using this video to skew the results of the voting for Fall Formal Queen. Once she wins, she takes the crown and completes her plan. As a result, Equestria falls." 

"Equestria?" Rarity blinks even more, "Darling, whatever are you talking about? I'm sure there's no such place as Equestria, so you have nothing to worry about!" She starts rummaging through her bags and thrusts outfits at the three. "Put these on and go back outside, no one will recognize you!" 

Carrie looks pointedly at Orion. "Do you wanna tell them?"

"I'll tell Twilight... alone. It's easier that way." Orion starts putting on his disguise.

"You're the boss," Carrie says completing her change. "So, how do you propose we fix this little problem?" 

"Well, it doesn't have to be us... we just need to ensure Twilight connects with Rarity and the rest. If she does that, then we can let the chips fall where they may," Orion says.

"Right. Rarity, would you be so kind as to help Twilight while Orion and I keep an eye on Sunset to see what else she might have planned?" Carrie asked. 

Rarity nods, "As you wish, Carrie dear." Orion salutes and makes his way out into the hall. 

Carrie smiles and follows Orion. "Okay, so we know Sunset will go to any lengths to get that crown. And we know if she does that, Equestria is doomed. So, how do we counter their smear campaign?" 

"Unify the students so they'll rally around Twilight," Orion says with a nod. "It's all quite simple, really! We just need to pick a time where they'll all be in one place!" 

Carrie looks over the school schedule. "I don't see any assemblies scheduled ... the only real time everyone is together is at lunchtime. So, we'd have to make sure someting happens in the cafeteria." She sighs. "It better be big to counter the damage that video did." 

"I'll talk to Twilight later today... until then, let's try to fit in and act natural. And use different names, so nopony knows who we are!" 

"Gotcha. And let's see if we can figure out what Sunset is planning next." 

"If I were a vengeful unicorn, where would I be plotting?" Orion wonders. "A broom cupboard?" 

"Well, we're not going to find out by standing around here all day. Let's look around a bit." Carrie starts walking down the hallway. 

Orion nods and goes in a different direction, idly scratching at his scalp. "I look like a clown..." 

Carrie looked around in every open classroom, checking storage areas and the like, with no sign of Sunset or her little helpers. 

Orion meanwhile runs off toward the statue portal, imagining they might be there. 

As Orion approaches the portal, he hears voices around the other side of the statue. He stops and listens as one of the voices says, "It worked, Sunset. The whole school now thinks Twilight Sparkle is the biggest dweeb on campus!" 

Sunset Shimmer smirks, "Excellent... now I'm going to cruise to victory at the formal tonight, and then all of Equestria will be mine for the taking! And neither Twilight Sparkle nor those two grey geeks will be able to stop me!" 

"I wouldn't be too sure about that, Sunset Shimmer," Orion calls out from behind. 

Sunset turns to look at Orion, with Snips and Snails joining in. "Oh, is that so? And just how do you plan to stop us?" She looks over Orion and his outfit. "And who does your hair, a blind wombat?" 

"Actually it's a wig... and I'm not going to do anything, it's Twilight you have to worry about!" 

"Oh really? And just how does she think she's going to stop me?" Sunset sneered, stepping closer to Orion. "I run things around here! I have this whole school under my control, and once I get that crown at the Fall Formal, NOTHING will stop me! Not Twilight, and certainly not you!" 

Orion just yawns as if bored, "World domination, that same old dream... nopony's power lasts for ever, Sunset! You're going to lose, and I'm going to see to it!" He turns away from her. "Enjoy this while it lasts... after this there will only be a prison cell in your future." 

"I think you've seen the wrong future, dork! And I'll make sure your cell is extra small once my oncquest is complete! Come on you two, we have more work to do." She walks back toward the school, Snips and Snails following behind. 

Orion makes his way into the building, looking around for Twilight and her friends, or just Twilight herself. 

Twilight is walking through the halls, trying to puzzle out why Sunset would pul such a dirty prank and what the deal was with those other two, when she bumped into Orion coming the other way. "Oh! I'm sorry, I didn't se--Oh, it's you, the one from earlier. I'd know that hair anywhere." She smirks a little bit. 

Orion sighs and pulls off the wig, throwing it in the nearest trash receptacle. "Everypony's been saying that... I don't like wigs, I'm not even a blonde! I'm a brunette, for Luna's sake!" 

Twilight is stunned. "L-Luna? What do you know of Luna?" she asks, studying Orion carefully. "I feel I should know you, but that's impossible ..." 

Orion sighs. "Twilight, it's me, Orion! Grey unicorn? Important noble with connections to the Princesses? Saved Equestria from a series of coups and made friends with the changelings?" 

"But--but that's impossible! Only Princess Celestia knew about that, nopony else was even made aware of its existence!" She peers carefully at Orion. "You know, you do look a bit like him. How did you find out about the mirror, and more importantly, why are you even here?" 

"I'm here because in the future, your plan fails," he replies. "Sunset wins and takes over Equestria with her army of teenage humans. She kidnaps the three other Princesses, imprisons you someplace, and generally makes a mess of things... I'm here to prevent that from happening." 

"Failed? No, I can't fail, Equestria -- Princess Celestia -- they're all counting on me!" Her face blanches slightly. "That was the only thing I could think of that made any sense, what else can I do?" 

"You could sing," Orion proposes. "We ponies do that all the time, remember? Sing to the students, sing to unite your friends, and then become fall formal princess. Then, even if Sunset gets your crown, let the magic of friendship do the rest. You're Twilight Sparkle, there is not a challenge you can't beat!" 

Twilight ponders Orion's words, then smiles with a new determination. "You're absolutely right! I CAN do this! The first step is finding out why Fluttershy, Rarity, and the others had their big fallling-out. Once we can work through that, therest should fall into place!" She gives Orion a quick hug. "Thank you, Orion. Will you be here to help if we need it?" 

"Of course I will! Just call my name, and I'll come running. Good luck, Twilight." He smiles, then kisses her hand lightly, as a noblecolt would. 

"I will!" She blushes as Orion kisses her hand. "I better find the others. There's not much time!" She runs off along the hall. 

Smiling, Orion makes his way back down the hall to find Carrie. Nothing could go wrong now! 

Carrie, meanwhile, had spotted Sunset and her minions and decided to follow them. Staying out of sight, she overheard Sunset saying, "Those two gray geeks are going to be trouble. But I've got an idea that will sink Twilight for sure. Did you two get those pictures?" 

"Got 'em, Sunset. But what do you need all those pictures of Twilight's face for?" Snails asked. 

"Because, " Sunset replied, opening a locker and revealing an outfit similar to Twilight's, "you're going to take more pictures later of Twilight on a rampage in the gym, destroying the decorations for the Fall Formal!" 

Carrie gasped silently, then turned and retreated back the way she had come. "I better tell Orion about this!" she said to herself, searching for Orion among the other students. 

Orion isn't exactly hard to find. He's still wearing that blue coat from earlier and is currently engaged in writing furiously with a pencil and paper. He's so focused he doesn't notice Carrie's approach! 

Carrie skids to a stop next to Orion. "Big trouble! Sunset's gonna---what are you writing?" she asks, peeking over at the paper. 

"Everything we've done so far here, in case future generations ever want to know about life on other planets," he replies. "What has our favorite villainess got planned now?" 

"Sunset's gonna try to frame Twilight for wrecking the Fall Formal decorations. I overleard them talking about it just a few minutes ago," Carrie reports.

Orion stops what he's doing, astonished. "Then we need to stop her somehow, before it's too late! And if it is too late, we can try to prove Twilight innocent anyway!" 

Carrie shakes her head. "I don't know when they're plannig to do that, they didn't reveal that part. Our only hope is to catch them in the act. How'd it go on your end?" 

"I managed to inspire Twilight to perform a song... with any luck, she will rally the students and the votes in her favor will come pouring in!" Orion smiles.

"Excellent! Hopefully that little change will be enough to completely rewrite the timeline. So, show me what you've writen so far," Carrie says, looking closer at Orion's paper. 

Lunchtime was a busy affair at CHS, but it nearly always was. Students filed in and took their places at their usual tables with their usual friends, separated and alone. But then, out of nowhere, someone started hitting their tray against the table. Others joined in, creating a proper rhythm, and then the singing started! http://www.youtube.com/watch? v=A4WLuR70ZO4 

Carrie, witnessing what she believed to be the pivotal moment of the timeline, enthusiastically started keeping time with her hands on the table top, encouraging Orion to do the same. "The whole school is uniting behind Twilight! Isn't this wonderful?" Carrie whispered to Orion, dancing in her seat to the rhythm. She looked around and felt a little twinge of worry. "I don't see Sunset or her minions here," she whispered. "Where could they have gone off to?" She kept her smile and moved to the beat, giving the outward appearance that nothing was wrong. 

Orion happily joins in, on perfect time of course, being a pony with a clock on his flank. He grins back at Carrie and at her question, frowns thoughtfully. "I don't know... should I go out and look for them?" 

"No ... let's wait until this is over and then we'll head out," she whispered. "I have a terrible feeling I know where they went." 

The musical number ended, and lunch resumed as normal. Carrie nudged Orion. "Let's go, maybe we can still catch them in the act. I have a camera so we can get pictures of it." 

"Smart girl!" He smiles at her and finishes his own lunch, then adjusts his bowtie and makes his way toward the cafeteria exit. On his way he catches Twilight's eye and gives her a double thumbs up. 

* * *

The two made their way quickly down the corridor to the gymnasium. The area had been decorated for the Fall Formal to take place later that evening. Hours of hard work had gone into turing the humble gym into an autumnal wonderland. Carrie and Orion watched in horror as all of that hard work was being destroyed in a matter of minutes right before their eyes. Carrie took out her camera and started snapping photos. "There ... now we have the evidence that Twilight is innocent when Sunset tries to frame her for this," Carrie said quietly. 

"Good thinking," Orion agrees, frowning. "We'll need to go to the principal's office!" He starts heading in that direction, somehow managing not to slip on some ruined confetti. 

Carrie grabs Orion by the collar. "Whoa there, not so fast. We can't interfere, remember? At least not directly. I have another plan. You know that kid, Flash, the one with the blue hair? Kinda athletic type? Well, I suspect that he's kinda sweet on our princess, and I know that he'd do anything to help clear her name should the need arise. We'll let him take the evidence to the principal." 

Said kid is currently making his way down the hall, humming Twilight's song as he goes. When he spots the wreckage, he stares in surprise for a minute then turns to glare at Orion and Carrie. "Are you two responsible for this?" 

"No," Carrie replies calmly, "but we know who is, and we also know that they're gonna try to set up Twilight for it." She pops the memory card out of the camera and hands it to Flash. "All the evidence you need is right here. I know you want to keep Twilight's name clear, don't you?" she asked, with a puppydog expression on her face. 

Flash blushes and takes the card, "Yeah, I do... thanks, miss. I'll go show these to Vice Principal Luna." 

Carrie smiles. "Good lad. See you at the formal!" she calls after the figure rapidly sprinting down the hall. Apparently, word of the destruction had spread, instigated by none other than Sunset herself, complete with doctored images showing Twilight on a virtual rampage through the gym. Students came by, peeking into the gym and shaking their heads, wondering how they were going to salvage this. 

After a while Twilight and her friends return to the gym and witness the destruction first hand. They start getting to work fixing it. Orion joins in too, of course, dragging Carrie along with him. 

"It's not like you had to force me, you know," Carrie grumbles, pushing a broom along the floor. "Of course I was going to pitch in and help." 

"Oh relax, will you? You know me, I like the direct approach!" He's busy attempting to blow up balloons. 

Carrie grabs a balloon from Orion. With a deadpan expression, she inflates it and ties it off expertly. "Anyway, I think we're on track here, better keep an eye out to make sure nothing else happens in the meantime." 

"We'll need to get outfits together for the formal," Orion remembers abruptly. "I didn't bring any money with me though..." 

"Equestrian bits wouldn't have helped you here anyway," Carrie replied. "Maybe we could put together a couple of outfits from fabrics in the Home Ec room." 

"Good thinking," Orion agrees, finishing up. "I think for me, a simple tuxedo.. nothing flashy." 

"Well, let's go see what they have. Should be able to come up with something. Couldn't be too hard, right?" The two walk off toward the Home Ec room. 

A couple of hours later, Carrie is seated in front of a sewing machine, stitching two pieces of fabric together. "How did the pants fit, Orion?" 

"Remarkably well," Orion says, trying on a spare dress shirt he found. He'd also found shoes. "How's your dress coming along?" 

"Almost done, just a few more ... there!" she says, triumphantly lifting the dress from the sewing table. She steps behind a changing screen, and a few minutes later emerges wearing the dress. "Fits nice, looks okay ... what do you think, Orion?" 

"Gorgeous!" Orion smiles and takes her into his arms, entering a waltz, "It really brings out your eyes!" 

Carrie giggles as the two glide around the floor, moving to unheard music. 

Orion smiles at her, "You're very light on your feet, Princess Carrie. How do you do it?" 

Carrie grins. "Low-carb diet." 

He laughs, and they keep dancing for at least until the end of the schoolday. 

That night, Orion and Carrie step through the main doors of the school and walk together toward the gymnasium, arm in arm. Orion thinks he glimpses a purple-skinned girl with black and purple hair, but he doesn't get a good look. 

Carrie sidesteps a little bit to avoid a girl with eyes askew, blonde hair and gray skin the same shade as her own. "Good turnout tonight," she says. "I wonder when they're going to announce the results of the voting." 

"Pretty soon," Orion says with a shrug. "Ten bits says Twilight is the winner!" 

"That's a sucker bet if I ever heard one," Carrie replies with a chuckle. "Twilight's a shoo-in. Once word got around that Sunset's the one behind the sabotage, her fate was sealed. Say, you wouldn't happen to know just who started spreading that information around, would you?" She gave Orion a pointed look. 

Orion coughs, "Oh, a little bird told a few people..." He starts looking around for the punch. 

Carrie rolls her eyes and follows Orion, waving to Fluttershy and Rarity as they move through the gym. 

Orion comes back with some punch and waves at Rarity and Fluttershy, "You two look positively spiffing!" 

"Why, thank you," Rarity replies. "I absolutely adore your tuxedo! You must tell me where you got it!" 

Fluttershy squeaks and attempts to hide behind her hair. "Oh .......um ... thank you," she says quietly. 

"I made it," he says simply, blushing at the compliment. "And Carrie made her dress!" 

"My, you two are quite skilled, I must say," Rarity replies, looking at Carrie appraisingly. "I honestly never would have guessed you had such talents." 

Carrie bluishes a little. "Thank you, Rarity, I'm glad you like them." 

Rarity smiles broadly. "We would love to stay and chat, but we must catch up with Rainbow and Applejack, and then go find Pinkie. We're so excited for the vote! We'll speak more later on. Ta- ta!" Fluttershy manages a wave as she is dragged off by Rarity toward where Rainbow Dash is standing. 

Orion waves over at Rainbow Dash just as Principal Celestia strides onto the stage, and begins to speak. "First off, I wanna say how wonderful everything looks tonight. You all did a magnificent job pulling things together after the unfortunate events of earlier. And now, without further ado, I'd like to announce the winner of this year's Fall Formal crown. The Princess of this year's Fall Formal is... Twilight Sparkle!" Orion breaks into applause with the rest! 

Carrie is less restrained, whooping and cheering at the news! "Yes! Yay Twilight!" 

"Twilight, help!" calls out a certain purple dog, Snips and Snails are holding onto him, looking about as evil as they can manage. Orion taps Carrie on the shoulder, "This is it... the big confrontation!" He dives out of the way as Twilight and the other five run from the gym and toward the fleeing pair. 

Carrie dodges the others, then moves forward. "Remember, no direct involvement, but we can nudge things a bit if we need to!" She works her way forward to get a better look at what's happening. 

By the time they get out there, Sunset Shimmer is confronting Twilight about the crown. "You don't belong here. Give me the crown, and you can go back to Equestria tonight. Or keep it and never go home," she says coldly. Twilight gasps, and Sunset continues. "Tick-tock, Twilight. We haven't got all night. The portal will be closing on its own in less than an hour. So, what's your answer?" 

Twilight narrows her eyes. "No." 

"What!? Equestria! Your friends! Lost to you forever! Don't you see what I'm about to do to the portal?!" 

"Yes, but I've also seen what you've been able to do here without magic. Equestria will find a way to survive without my Element of Harmony. This place might not, if I allow it to fall into your hands. So go ahead. Destroy the portal. You are not getting this crown!" 

"Atta girl, Twilight," Carrie says under her breath, "keep that crown away from her." 

Sunset commands Snips and Snails to grab Spike, and in the ensuing confusion, she grabs the crown. "I've had to jump through so many hoops tonight just to get my hands on this crown, and it really should have been mine all along." Sunset growls. "But let's let bygones be bygones. I am your princess now, and you will be loyal... to me!" 

The student body starts to fall under the spell of Sunset Shimmer, moaning as if in a trance. 

"Well, crud. What now, Kemo Sabe?" Carrie asks Orion. 

"I know what to do" He calls across the schoolyard to Twilight and her friends, "Friendship is magic, Twilight! Focus on that! She can't hurt you if you focus on that!" As Sunset prepares her fireball and throws it at the girls, a pink bubble stops them. 

Twilight calls, "The magic contained in my Element was able to unite with those that helped create it! Honesty! Kindness! Laughter! Generosity! Loyalty! Magic! Together with a crown, they create a power beyond anything you could imagine, but it is a power you don't have the ability to control! The crown may be upon your head, Sunset Shimmer, but you cannot wield it, because you do not possess the most powerful magic of all: the magic of friendship!" 

Sunset finds herself wrapped in a swirling rainbow as the six unite in their friendship, efectively sapping Sunset's power and stopping her planned invasion of Equestria. After watching Sunset beg forgiveness for her actions, Principal Celestia picks up Twilight's crown and returns it to her. "I believe this belongs to you. A true princess in any world leads not by forcing others to bow before her, but by inspiring others to stand with her. We have all seen that you are capable of just that. I hope you see it too, Princess Twilight." 

Twilight simply replies, "I do." 

Carrie brushes away a tear as the crowd erupts into cheers. "We did it, Orion ... Equestria falls no more." 

"Indeed it doesn't," Orion replies with a smile, kissing Carrie's cheek. "Now... let's go home!" And he walks with her toward the portal. 

"Shame," Carrie says, "I was hoping for one more dance. I suppose I'll collect on it once we return home." With that, the two step quickly through the portal, leaving the human world behind. 

Landing back where they were, they find a gathering of Twilight's friends and the remaining Princesses, all of whom are looking shocked. Orion is a little busy hugging himself and going, "I have hooves! And a horn! And fur! I'm me! Thank goodness!" 

"I fear we have other issues at hoof, Orion," Carrie says, looking around at the puzzled group. She bows to Princess Celestia and Princess Luna. "Princesses, please forgive our intrusion. There was an ... issue that needed to be dealt with. We are happy to report that everything went smoothly and Twilight's mission was a success." 

Orion comes back to himself and blushes in a way Luna finds to be completely adorable, "It's a very long story... but we meant no harm! We came in peace!" 

Celestia just grins. "Very well. Luna, would you take our guests and have them tell their story to you? I will wait here for Twilight's return." 

"We would be delighted, sister. Please, accompany us," Luna said, motioning for the two mirror travelers to follow her. 

Orion gets to his hooves and clip-clops down the hall after Luna, his noble gait restored. "I missed four legs... on two I walk around like a drunk giraffe!" 

"Now now, Orion, let's not insult the giraffes," Carrie said teasingly. "Besides, we have quite a tale to tell, especially the beginning." The three walk down the hallway as guards snap to atention as Luna passes, particularly one blue-maned, orange-ish guard pony who looks strangely familiar to Orion and Carrie.

Orion raises an eyebrow at him, glances back in the general area of the mirror, then back to the pony. "Right. Okay then." And he keeps going, moving to catch up with Luna now. 

**Notes for the Chapter:**

> This was the first Equestria Girls story we wrote together, and does not tie in to the separate series listed here in any way. Officially, the human world as it exists in our EG series is separate to this one, which is the one shown in the original movie. The Set Right What Once Went Wrong trope is one of my favorites, and I like using it.


	4. His Last Vow

**Summary for the Chapter:**

> Sixty years after Raven's death, Orion is long-retired, now working as a museum curator. His old friend Luna has one last mission in store for him: return to the changeling hives and stop the war threatening to begin.

Equestria was on the brink of war. The feeling of uneasiness, of fear, had spread slowly across the country in the last few months, beginning with the election of the new Prime Minister, Arcturus. He had banned any ponies from crossing into changeling lands, and those already living there were to be forcibly inducted in the hive. The Sisters had been furious, but there was nothing they could do. To depose an elected ruler would look like a power play, and endanger both races.

And so the tensions mounted unabated. The Equestrian changelings, all of them descendents of the ones Orion had brought over decades ago, began to grow restless. They did not know of their history, or why they lived in Equestria in the first place. By autumn's end, the vast majority had decided to move back to their former home, where they were welcomed back with open arms.

The cause for this unrest? The upgraded changeling propaganda ministry had begun to spread its reach outside of the hive and into Equestria proper, thanks to the rise of new communications technologies. Most of the lies centered upon  Orion, and his role in changeling politics. According to the changeling media, Orion had ‘saved’ the changelings for his own selfish reasons, and used that to advance his own power. At first, few changelings believed it. But gradually word spread, and new lies were introduced: Orion was actively colluding with the Equestrian Princesses to segregate changelings into designated reservations! Orion was influencing legislation to make changelings have a smaller voice in society and in Parliament! Orion was using changelings as indentured servants! The lies and falsehoods grew so bad, that the Equestrian changelings eventually performed their mass exodus, returning to the hive.

Three days before Hearthswarming Eve, Princess Luna stood alone by her chamber window, staring out at the snow-covered landscape before her, and the distant changeling hives far beyond. War was coming, she knew it in her heart. There was nothing she, nor her sister, could do to stop it. Unless...

Quickly, she clapped her forehooves together twice, summoning her assistant. Page Turner was a cream colored unicorn mare with rectangular glasses. She bowed before her Princess, and asked "You require me, your majesty?"

Luna gave a solemn nod, "We ask thee to send a letter to our oldest, dearest friend...  Orion."

“Your majesty.. are you sure that is wise?’ Page asked, looking suspicious. “After all, much has been discussed about him in the press… hardly anypony in Equestrian seems to like him.”

Luna frowned and stomped a hoof in restrained anger, “Rumors and lies are just those, Page Turner, and nothing more… War will soon be upon us... we feel he is the only pony who can stop it."

Page nods, "And what shall I tell him?"

"Ask that he meets us at the Ponyville clocktower, 'pon the stroke of midnight, two days hence. We shall discuss things further there."

Page salutes, "As you wish, your majesty." She takes out a quill and parchment, writing the letter furiously. Luna takes it with her magic, holding it up to the moon, and thinking of her friend. As the moonbeam touches the scroll, it disappears.

* * *

Elsewhere, a grizzled, wrinkled unicorn pony sees the last of the museum visitors out with a warm smile. “Come again next week, we’ll be opening our History of Harmony exhibit then!” Closing the door behind him, he shuffles through the building toward his office, the only sounds being those of his hooves and wooden walking stick.  Orion had changed a lot, in thirty years. Wrinkles now covered his fur, and his face, while still somewhat youthful in general shape, was now lined. His mane and tail, while brown, were streaked with grey and white. He wore a thick green coat with brass buttons, and as ever, a bow tie around his neck. These too looked old and worn. His green eyes had dulled some, they were not as vivid as they had been. He leaned heavily on his stick, having gained a limp in his right hind leg some years ago, on his last mission for the Service before retiring. 

He reaches his office and opens the door magically, his horn glowing a dim blue. Switching on the lights, he found a scroll with the royal seal sitting upon his desk… sitting slowly down on his cushion, he breaks the seal and begins to read, peering closely at the words.

The scroll reads:

“Dearest Orion:

We told thee once that if we required thy services in world-saving once again, it would be because all other efforts have failed, and Equestria is in grave peril. Sadly, we feel this has indeed come to pass. As thou knowest, the Equestrian changelings have returned to their former lands, and Prime Minister Arcturus is believed to be mobilizing them for war. Efforts at peace-keeping hath failed, and we feel there is no other choice but to send thee to the front line once more. Meet us by the Ponyville clock tower at precisely midnight two days hence, and we shall prepare thee for thy journey. We look forward to seeing thee again, old friend. Always, Luna”

Folding the scroll up into a pocket of his coat, he took out the magical phone his granddaughter had given him for Hearthswarming, and dialed a number, then put the receiver to his ear, and spoke. “Steno? It’s me. Ready my chariot… I’m coming back to Ponyville.” That done, Orion put the phone away and made to leave the office, after collecting a long, multicolored scarf from the hatstand, which he put on. He closed and locked his office door, then did the same to the museum, making his way out into the snowy night.

* * *

Tucked away in the Badlands, the changeling hive had grown exponentially ever since the passing of Onyx, heir of Chrysalis to the changeling throne.  There were whispers that his passing was nothing more than a cleverly arranged, and equally as cleverly concealed, coup d'-etat, led by a growing faction of changelings that had decided that Onyx was far too soft on the ponies, and that letting changelings live amongst them was an even worse mistake.   Whatever the cause of Onyx's passing, be it old age or new skullduggery, a powerful new ruler had ascended to the throne.

Arcturus was Onyx's adopted son, serving with distinction in the changeling guard, rising to greater prominence after thwarting an assassination attempt against Onyx.  This led to Arcturus being given entry to the inner working of the government, and Arcturus was a quick and eager student.  After  retiring from the guard, he ran unopposed for the newly-created seat of Prime Minister, no other changeling daring to match up against him.    He held this position for many years, gaining in power and influence as Onyx weakened in body and mind.

Arcturus had loftier goals.  Hearing Onyx speak of this Orion pony, the murderer of his grandmother according to Onyx, and how it was him that turned the hive against him and led to the mass emigration to the pony lands, Arcturus grew bitter toward ponydom.  He worked through clandestine channels to spread falsehoods amongst the changelings in the pony lands, sowing the seeds of doubt and uncertainty that he carefully tended and cultivated, until at long last, with Onyx gone and rule over the changeling lands his alone, he finally was able to harvest the fruits of his labors.

Sitting in his office, having left the throne room only for the most important of matters, he spoke to a gathering of changelings.  "Your work has been exemplary, even better than I anticipated.  Inner turmoil reigns amongst the ponies, and our changeling brethren have returned to their true home.  Now, it is time to raise the stakes a bit."  He turned to a changeling in military dress.  "General, have a few battalions commence a practice skirmish close to our border with the pony lands.  Make a lot of noise and dust while you're at it."  To a changeling dressed in a  simple business suit, he says, "Continue the propaganda campaign.  It seems that the ponies are turning against Orion as well."  Nodding, he dismissed the group, and turned to gaze upon a painting of Onyx hanging on the wall.  "It is almost done, Father.  Your revenge will be served."

* * *

Ponyville at near midnight was cold, dark, and completely empty. Not a soul could be found, everypony remained inside their warm houses, hidden from the winter chill and the distant threat of changeling attacks. Except, of course, for one stallion.  Orion trotted as silently as he could toward the clock tower, shivering in the cold despite his scarf and coat. 

All day he'd been cooped up in the house, not daring to go out for fear of being accosted by any of the ponies in town. He knew what the papers had been saying about him. He knew that there seemed to be another of him wandering around, apparently confirming the propaganda the changelings had made. The press ate it up, of course, and Orion's name was now mud with most of Equestria's ponies. 

At five minutes to midnight, he arrived at the clock tower and sat down to wait.

"Somehow, we knew that thou wouldst be early, as always.  We are equally grateful that thou answered our summons, despite your retirement status."  Princess Luna stepped from the shadow she had been occupying, and sat down next to Orion.  Her horn glowed faintly and both pony and alicorn were wrapped inside a warm bubble of air.  "We are now warm, and safe from prying ears and eyes."  She smiled a sad smile, seeing how the passing of time had aged her dearest friend, and at one time, lover. "Tell us, how hast thou been?  And why hast thou not visited prior to these vile events? Celestia sends her love and regards as well."

"Mostly alright... the museum isn't doing very well these days... seems my name is forcing attendance to drop. I didn't visit because... well, I don't know for sure. Between the lies being told about me by the press, the changelings i worked so hard to bring here flying away... everything I've spent most of my -life- building and taking care of is now falling apart, crumbling before my very eyes. I've been so busy I haven't had the time for you, and for that I apologize." He wraps his wrinkled forelegs around her in a hug. "I miss you, Luna... sometimes I think you're the only pony in the world who doesn't hate me."

"We are far from the only pony that loves thee," Luna reassured him, wrapping him in a tight embrace.  "Thy children still love thee, and my sister harbors no ill will to thee.  We are sure there are others that lack the courage to speak up in your defense, yet love you all the same."  After a quick nuzzle, Luna breaks the hug.  "Orion ... we hath summoned thee because we once again need your help.  We are aware of the saboteur amongst our population, as he was saved from a mob in Appleloosa five nights ago.  He was still claiming to be thou, and had not dropped his facade, until some, shall we say, relentless questioning by the local constabulary convinced him to reveal his true intent and nature."  Luna's mouth tightened into a thin grin.  "It appears that you do have friends in Appleloosa, my dear Orion.  The mob was attacking him because they refused to believe the lies he was fomenting. "

"This impostor you speak of... did he give his name? His true name?" He starts to look thoughtful, already forming a plan in his mind, "I can go to him, talk to him, find out what I need to know, and go from there... unless of course, you already have an idea." He smiles thinly back.

“We have that information already.  Princess Carrie ws ever so kind to allow us access to her world's collection of mind-tapping spells, along with one that manifests spirits and allows them to do the bidding of the living.  One certain deceased freight hauler was ever so delighted to help out, especially after we informed him of what was happening to his true and dearest friend."  Luna hoofed over a small packet.  "His true name is Buzzmaker, and he is employed as a propaganda minister for the new Prime Minister of the changelings.  He had done quite a bit of research on thee, his impression apparently was spot-on."

"Indeed? Now that is interesting... I had no idea Princess Carrie's world had a necromancy spell..." He smiles a little at the mention of the freight hauler, knowing exactly who Luna was talking about. "So... Buzzmaker. I see... any chance I'll get to meet this changeling?"

Luna nods. "He is being brought to the palace for further questioning by my sister and myself.   Thou art most welcome to attend, we are sure that thou hast a wide range of questions of your own."  Luna looked hopeful.  "Orion, we know this is a lot to ask of thee, and thy service to the Crown has been above and beyond what any other pony could havea ccomplished.  Wouldst thou consider one final mission, to stabilize the changeling and pony alliance before the horrors of war are visited upon us all?"

Orion pauses and takes a moment to adjust his bow tie, before giving Luna a warm, though determined, smile. "One last hurrah? How could I resist?"

"We had counted on thee not being able to," Luna said with a large grin.  "The changeling will be arriving two days hence, so thou will have time to get thy house in order.  We will fetch thee at that time.   We feel it is safer to travel with us than on thy own."

"Very well... I'll see you then, Luna." He gives her another hug, even kissing her on the cheek.

* * *

Speculation throughout Equestria was that the dungeon under the palace was the worst possible place to be confined in.  The interrogation room in which a defiant changeling spy was being held makes the dungeon look like a vacation hotel in Acapulcolt.  Various torture devices hung from the walls, relics of ancient, more brutal times.  Even through endless rounds of questioning, Buzzmaker's will hadn't been broken.  However, he hadn't faced the wrath of the lunar princess yet.

"I may have fallen for your shadowplay once, but it won't work this time!" he yelled, his voice echoing off the stone walls.  "It's too late!  The wheels are already in motion!  It's the way of the new changeling world!!”

"Funny you should mention shadows," says a different voice. Male, and elderly. Orion strides into the room, Luna beside him, jacket pressed and bow tie straight. Today he wore a dark blue coat trimmed with red lining and a white dress shirt. This, combined with his salt-pepper-chocolate mane and tail made him look fairly imposing, even more so than he had in youth. "That just happens to be my last name. Or our last name. Nice to finally meet me, by the way."

"So ... I finally get to meet the murderer," Buzzmaker said angrily, fidgeting in his chair.  He was quite the accurate clone of Orion, with the exception of the clothing.  "And how is the most hated pony in all of the lands today?  Having to consort with ghosts because nopony or no-ling wants to even smell you from several hundred meters?"  He glanced at Luna.  "And you!  Invading a pony's dreams like that goes against all that is fair and you know it!"

"Invading a pony's dreams allows them to recover from nightmares," Luna says coldly. "We shan't stop because thou doth not approve." 

Orion locks eyes with Buzzmaker, his casual demeanor changing. "A murderer, am I? Is that the story you've been telling to my friends in the hive, to my friends in Equestria? That I -killed- the former changeling queen, a mare most of your race do not even REMEMBER?" Anger unlike anything he'd felt in decades flowed through him, "If you think I'm going to be intimidated by a falsehood-telling insect like yourself, then you'd best think again." He leans in, expression stormy, and stares Buzzmaker right in the eyes, so exactly like his own. "My wife is dead. Everything I've built to foster co-operation between our two races is crumbling, and you are one of the reasons. I've got nothing to lose. I'm going to end this war before it can start, or die trying. Do I make myself clear?"

Buzzmaker stared at Orion, before his stony visage cracked, and a loud, long laugh erupted from him.  "You can't ... it's already begun!  While I languish here, our great armies are making a push beyond our borders into the fringes of pony territory!  And the best part?  The newly integrated ponies are being placed at the very front of the lines!  If they don't perform their duties, they're doomed!"   His laughter became more maniacal.  "It's finally happened!  The complete ruination of  Orion, the destruction of all he held dear, the smearing of his good name, all as Onyx had wished!  He has his vengeance for our dear grandmother!"  He leaned in close to Orion, and in a hoarse, whispery voice, he said, "And there's nothing you can do to fix it!"

“Oh, shut up,” Orion snarls. “When you have a homeland free from ponies, what do you think it's going to be like? Do you know? Have you thought about it? Have you given it any consideration? Because you're very close to getting what you want. What's it going to be like? Paint me a picture. Are you going to live in houses? Do you want people to go to work? Will there be holidays? Oh! Will there be music? Do you think people will be allowed to play violins? Who's going to make the violins? Well? Oh, you don't actually know, do you? Because, like every other tantrumming child in history, Buzzmaker, you don't actually know what you want. So, let me ask you a question about this brave new world of yours. When you've killed all the bad guys, and when it's all perfect and just and fair, when you have finally got it exactly the way you want it, what are you going to do with the people like you? The troublemakers. How are you going to protect your glorious revolution from the next one?”

Buzzmaker pauses. “We’ll win,” he said at last. “We’ll always win. Because we are the stronger race.”

“Oh, will you? Well, maybe, maybe you will win! But nobody wins for long. The wheel just keeps turning,” Orion continues. “But do you know what? Let me tell you something about war. Because it’s always the same! When you fire that first shot, no matter how right you feel, you have no idea who's going to die! You don't know whose children are going to scream and burn! How many hearts will be broken! How many lives shattered! How much blood will spill until everypony does until what they were always going to have to do from the very beginning. Sit down and talk!” Spit flies from his mouth.

“You don’t understand,” spat Buzzmaker. “You will never understand.”

Orion raised an eyebrow. “I don't understand? Are you kidding? Me? Of course I understand. I mean, do you call this a war? This funny little thing? This is not a war! I fought in a bigger war than you will ever know. I did worse things than you could ever imagine. And when I close my eyes I hear more screams than anyone could ever be able to count! And do you know what you do with all that pain? Shall I tell you where you put it? You hold it tight till it burns your hoof, and you say this. No one else will ever have to live like this. No one else will have to feel this pain. Not on my watch!” And at last he left, still fuming.

Luna remains behind, signing heavily as she watched her dearest friend leave, before turning to face Buzzmaker. "Thou spoke of integrated ponies... what didst thou mean? Hast thou been kidnapping -our- subjects in the dead of night, transforming them?"

"Well, since you asked so nicely," Buzzmaker said sarcastically, "I suppose some-ling should tell you that the pony population of the changeling lands is now exactly ... zero.  Orders from the Prime Minister were that all ponies living on our lands were to either be taken into the hive or executed."  He sighed.  "Damn shame, all that innocent pony blood spilled ... well, I suppose there's no appeasing certain ponies, eh?"  Buzzmaker let out a slight chuckle.  "I estimate about 98 percent of the pony population opted for conversion."  All hunor left his voice as he remarked, "None were allowed to leave."

"Thou... thou art a bloodthirsty, craven, insolent little insect," Luna hisses, furious and disgusted at the idea of her own subjects being forcibly transformed into changelings. "Thou art lucky we do not smite thee where thou stands." She rises to her own hooves, "We must go, and prepare Orion for his mission... thy information will be imparted to him."

"Ooh, look at me, I'm shaking in my little changeling shoes," Buzzmaker called out mockingly as Luna left the room.  After she left, Buzzmaker muttered to himself, "It's too perfect.  The murderer being delivered right into Arcturus's hooves!  Better than anticipated!"  He started to laugh again, letting each peal resound through the musty underbelly of the castle.

Meanwhile, Orion now wandered around the castle, and now found himself in the tower, where the stained glass windows were kept, depicting the various acts of Twilight Sparkle and her friends over the decades. His hooves clicked quietly as he felt his anger fade.

Luna's anger had no hint of fading, especially after the latest revelation.  She quickly caught up with Orion, and with a curt, "Walk with us," she continued down the hallway to her private quarters.

"What did he say, Luna?" Orion asks, following along beside her and listening to the sound her armored hooves made. "He mentioned integrated ponies... I meant to ask him what that was about."

Luna said nothing, her hooves angrily striking the stone floor, maintaining a cadence as she and Orion walked along.  Once inside her quarters, she securd the door and sat down, finally allowing herself to visibly deflate from sadness, her head hanging down.  "It is worse than we feared, dear Orion.  The ponies that went to live in the changeling land have all either been converted ... or slaughtered.  Thousands of innocent pony lives -- gone.  And we had no knowledge of such an incident taking place, or surely we would have stopped it."  She looked at Orion directly.  "This Arcturus clearly values no pony's life.  Our mission has become more dangerous with this revelation.  I ask thee again, and thou art free to refuse.  Dost thou wish to acecpt assignment to travel to changeling lands to stop the conflict?"

Orion gives a solemn nod, "Like I said... I'll end this war, or die trying." He looks thoughtful, "If I find converted ponies... am I to rescue them?"

"Thou art commanded to use all tools at thy hooves to save those that wish to be saved.   We will assist you as we are able.  We are confident that our sister will add her assent, once she hears of the atrocities that have taken place.  We must make preparations for thy departure, time is of the essence."  Luna stopped, and bowed to Orion.  "Once again, we are in thy debt."

"And once again, it's my pleasure." He gives her another smile, "I'll see you soon, Luna." And with that he makes his way out, toward the guest quarters he'd shared with Raven so many years before, when Chrysalis had taken over the castle.

Luna watched him leave, and turned to a seemingly unoccupied portion of he room.  "Thou were right, his loyalty runs deeper than anypony's we have ever witnessed.  And thou art a good friend to him.  We charge thee with watching over him.  Keep him safe, as much as thou can."

The ghostly form of a pony, grayish in color, tipped a well-worn cowboy hat and faded from view.

* * *

Orion was dreaming again. He sat in the familiar control room of his mind palace, back hooves resting on the of the coral support columns, listening to the ambient hum of the place.

"Orion, don't you know the meaning of the word 'relax?'"  Raven stepped into view, walking slowly toward Orion.  "Wow, I haven't been in this place for quite a long time.  Nice to see you've kept it up all these years."  She move to him and gives him a warm hug, having a substance in Orion's dream world meant she could do that.  "So, what exciting mission are you off to now?"

Orion beams, giving his wife and warm, tight hug back in return and kissing her cheek, "Yet another tussle with the changelings... they're desperate now. They've destroyed my reputation, and ruined everything I... we... have done to unite our two races. And worst of all? They want a war, so they're converting any ponies living in their ranks." He stares into her eyes, "And tomorrow... I'm going in to the middle of things. Disguised, of course... Luna is working on the spell now. But the point is... this is my last battle."

"You said that after the previous one ... and the one before that ... and the one before that.  Should I continue?" Raven said playfully, booping his nose.  "Darling, I know you want to see me again, but why are you so intent on rushing to do so?"  She stepped back and turned in a  circle, taking in the full decor of the room.  "Do you have confidence in your success?"

 Orion crosses his eyes and blinks, before looking thoughtful. "Not confidence... just... something else I can't put my hoof on. A certainty, if you will. A certainty that wasn't there last time. Planets come and go. Stars perish. Matter disperses, coalesces, reforms into other patterns, other worlds. Nothing can be eternal." He brings over a screen, "Or to put it another way... Home is behind, the world ahead, and there are many paths to tread. Through shadow, to the edge of night, until the stars are all alight. Mist and shadow, cloud and shade, all shall fade, all shall fade."

"You worry me when you get philosophical.  I almost think you have a way of knowing what lies ahead for you, good or bad."  She returned to Orion's side and kissed him on the cheek.  "I will be watching you, my love.  And this time, I will have help."

 Orion smiles gently, holding her in his hooves, and kissing her lightly on the muzzle. "I don't know everything... I just guess and hope." Running a hoof through her mane, he adds "Is that help a former freight hauler? Luna mentioned something about a spell from Carrie's world that allows spirits to do the bidding of the living."

Raven nods, smiling from the kiss.  "I remember him from when he when he stayed with us, after he had just arrived in town.  He was such a nice pony, very polite, still thinks the world of you too.  We talked before I came here to see you."  She giggled.  "At least he and your mother were able to patch things up.  Death is a powerful equalizer, after all."

“About time... I thought that would never happen." He checks his watch, "Ah... I'll be waking up soon. Any last things you want to tell me before I go?"

"Just the usual, wifey stuff.  Be careful, look out for yourself, always floss after brushing ... "  She giggled more.  "And always remember that I love you, and will be watching out for you."  She gave him a tender kiss before turning and walking out of the room.

And in his bed, his forelegs held in a way that would have held a certain purple earth mare had she still lived, Orion jerked awake in time with his alarm clock. Then fell out of bed with a thump. 

The next morning, Orion makes his way to Luna's quarters, where she'd said to meet him after a rousing breakfast. He isn't quite sure what spell Luna has in store for him, but he's sure it will be interesting.

Luna stifles a yawn as Orion enters.  "Ah, good morning, Orion.  We trust thou slept well ?"  She has a copy of an ancient spellbook open in front of her, her hoof holding place on a particular spell.

 Orion nods, "Raven came to see me, and we talked a bit." He looks over toward the spell book, "What might this be?"

"This is the spell we will use to aid thee in thy mission," Luna explained.  "What we will do is reverse the effects of aging, giving thee a more youthful appearance, and better strength, without sacrificing thy memories or experience.  In short, thou will keep thy knowledge gained through the passage of time, while thy body reverts back to its more youthful and vigorous state."

 Orion smiles some at that, "Oh very clever! Here's hoping it works!" A thought strikes him, "But what good will that do if I show up as I am? If Arcturus is anything like his father, he'll have me killed on sight so he can claim me as a trophy."

"A simple disguise spell can be cast without disturbing the spell we will enchant thee with.  Thou can become a changeling and mingle with them, and when needed, the disguise can be dropped without losing the age-reverse spell."  Luna pointed to one particular passage.  "This must be included in our initial incantation, these are the binding words."

"I see..." He reads the words before eventually nodding, bracing himself. "Okay... I'm ready."

Luna nods, moving close to Orion.  She closes her eyes and her horn begins to glow.  The glow envelops Orion, like a warm blanket, a faint thrum of magical energy resonating through the room.  "Arenam tempus fluere retrorsum vicissim ricini horologium. Senectus dissolvit, sed remanet in memoria. Uertit et vicissim, effundetur in frigidis, textorum in unum. Acuite mente renovare tuo, quid esset iam iuvenescere vetus," Luna intones.  As she finsihees, her eyes open, revealing bright white light.  The light encompasses the entire room, then flashes brightly and fades away quickly. 

Luna recovers quickly, and nudges Orion to consciousness.  "Go and see," she says softly, pointing him toward a ful-length mirror.

Orion walks toward the mirror and opens his eyes, taking in his appearance for the first time.

A younger Orion stares back from the mirror.  All traces of gray are gone from his mane and tail, his muzzle is less wrinkled, his legs look stronger and don't hurt as bad anymore, and he feels much as he did as a young stallion.

Luna smiles.  "We trust thou art please with the initial results?"  She levitates a book to Orion.  "This is the disguise spell.  Thou must cast it on thyself, in order to remove it should the need arise."  Her magic flips to the proper page.  "It is a fairly simple spell, no incantation, simply thought energies transmuting your appearance.  Thou mayest cast it whenever thou art ready to do so."

 Orion smiles at seeing his younger self, before turning back to Luna and smiling to her, "I feel... well, thirty years younger!" He turns to the book, looking through the diagrams of the disguise spell. His horn flares, and the spell begins to work his magic.

His light grey fur hardens and darkens into a changeling's black chitin. Holes appear in his legs, and a pair of tattered insect wings grow out of his back as his horn smooths out and curves, his mane and tail becoming black and membraneous. Last of all, his eyes change from green to blue. "How do I look?" he asks, in a multi-layered voice.

"Positively insect-like," Luna remarked.  "The voice altered as well, excellent.  We believe thou art ready to undertake thy mission."  Another envelope levitates to Orion.  "Inside is the information we have been able to gather regarding Arcturus.  For some reason, our changeling guest became quite cooperative last night ... we're not entirely sure why."  Her muzzle scrunched up and she glanced toward the ceiling.  "The trains still run to the Badlands, but stop about one-half kilometer from the gates to the changeling world.  Thou will need to fly the rest of the way."  A look of dread crosses her face.   "We are concerned for thee ... we fear thou mayest not return.  If -- and we stress, if -- that were to occur, dost thou have any final instructions for us?"

"Don't make a fuss," Orion says quietly, moving to give his old friend a warm, reassuring hug. "If you must have a funeral, let it be a quiet one. Say a few words, bury me next to Raven. And let Carrie know... assuming she doesn't sense it herself some way."

”Thou art an Element of Unity in their world ... we think they will know."  She reluctantly lets Orion go, after more hugging and nuzzles.  "Safe travels, my friend.  And know that ... we love thee deeply.  Contact us when you can."

"I love you too, dearest Luna... I'll contact you soon." With that, he takes to the air and buzzes out the window, a little too quickly. "These aren't bat wings!" he shouts, before finally getting control and darting off toward the train station.

* * *

”That IDIOT!!" Arcturus roars.  "How did that incompetent fool Buzzmaker manage to get himself captured by the ponies?  His disguise was perfect!  PERFECT!!"  He slams a hoof down on his desk.  "And he blurted everything out to the ponies that captured him!"  He stands and walks around the large room, his wings buzzing angrily.  "We will need to step things up.  No telling if those fool princesses are planning to intervene or not.  How stands the military?"

"The military is ready for action sir," says the General. "At least among the natural changelings. Our converted ranks are still posing a few difficulties... we have so far been unable to remove any loyalties to the pony princesses."

"Then, use the converts as shields if need be.  One way or the other they'll be useful to us."  He grinned.  "They're willing to die for their beloved princesses, are they?  I say let's put that to the test."  He resumes pacing.  "Any word from our other insider in the pony capital?"

“She reports that another changeling was seen flying from the royal palace earlier this afternoon, toward the train station... but she was unable to tail them."

Arcturus waves his hoof dismissively.  "Probably a straggler, didn't hear about the exodus order until recently.  It is of no concern.  And what news of Orion?  Has that old fool finally been lynched by his own kind yet?"

"Not yet... but our spy in Ponyville reports that the manor there is currently under a state of lockdown, by order of his son Vincent, the current head of the family... they did set fire to Orion's seaside cottage, however."

"Guess it's too much to ask that the murderer was in it at the time.  Oh well, small victory anyway."  Arcturus sits down at the desk.  "Very well.  I will have more instructions later.  You are dismissed."  He busies himself studying a battle plan, making notes on a separate piece of parchment.

* * *

Meanwhile, Orion was currently flying toward the changeling hive, surprised at how large it had gotten since he'd last visited... a cold chill settles over him as he remembers several of his own kind are in there, undergoing a far more nightmarish version of his own transformation.

The main entrance to the changeling hive was guarded heavily.  Two sentries stood at the main gate, while inside, six more flanked each side, horns glowing faintly, ready to ignite in a instant if trouble arose.

The sentries at the gate charged their horns as Orion approached.  "Halt right there!" the lead sentry commanded.  "Cease your flight and prepare to identify yourself!"  Warily, the two sentries approached Orion while the remaining six stood at the gates, horns ready to fire.

Orion lands and bows his head to the two sentries, "My name is Shade... I didn't hear of the exodus order until this afternoon."

"Is that a fact now ... and where were you that you were so isolated that you didn't get word that all changelings were to return to the glory of the hive?" asked the lead sentry suspiciously.  He poked at Orion's chitinous scales, and studied the holes in his hooves and horn.

“Appleoosa…” Orion lies. “I was the only changeling living there. I had to buck apples every day, as part of my earth pony disguise."

"Tree bucker, huh?"  He lifted one of Orion's back hooves with his magic, and studied it carefully.  "Shoulda done a better job ... still got some bark and splinters in there.  Okay, you may enter."  The lead sentry signalled for the rest at the gate to stand down.  "Just a warning, you may be called for military duty soon, so stay somewhere we you can be contacted.  Have a good day."  The sentries stepped aside to let Orion continue down the path.

Orion makes his way along, entering the hive for the first time in ages... he looks around, hoping to take in more of the place than he had before.

The hive literally buzzed with activity.  Changelings flitted back and forth, each one on their way to perform a vital task, or just provide support for the main work force.  More buildings were being created, a necessity ever since the exodus from Equestria and a seemingly endless task.  What really stood out were the emotion stands, each one drawing a crowd of changelings who drank deep of the concentrated emotions being doled out.

Standing out among the vast landscape was the giant poster of Arcturus in the town center.  Flanking that poster were several smaller ones exhorting all able-bodied changelings to join the military and, as one poster put it, "protect the hive from evil outsiders!"

Orion decides to take initiative and flits over toward the military booths, doing his best to look like a predator and less like prey.

“Here comes another healthy one!"  announced the recuiter seated at the booth.  "Welcome, brother!  Ready to do your part to crush the ponies to our whims?" He looked Orion over carefully.  "Hmm ... maybe not infantry, definitely not artillery ... tell me, what jobs have you had?" he asked.

"Well, when I did live among the ponies I worked as an apple-bucker. I wasn't very good though... I'd say my best strength is getting ponies to do what I want them to."

"Oh, we have a manipulator here ... perhaps we could find an opening in intelligence for you then.  Seems we've had a vacancy recently," the recruiter said, scanning a clipboard .  "Yeah, here we go ... says here you'll need to submit to a magic test as well as a transformation skills assessment.  Think you're up for it?"

Orion nods, "Absolutely. Where do I go to get started?"

"Intel keeps an office in the palace, just show this slip to the guards there and you'll be directed where to go."  Finishing writing on a slip of paper, he passed it over to Orion.  "It's a little late in the day now, but they can take you first thing tomorrow morning."  The recruiter smiled.  "Best of luck to you, brother. Glory to the hive!"

"Glory to the hive!" echoes Orion, flying off toward the residential area for now, hoping to find an empty house where he could sleep. By instinct, his path takes him to Steno Pad's former home.

* * *

The next day dawned bright and cold. Orion awoke, stretched his legs and wings, and flew off in the direction of the palace, carrying the slip the recruiters had given him the day before.

Despite the warlike rhetoric, life in the changling hive went on as normal.  Changelings buzzed back and forth, performing their daily tasks as they had done every day prior, only now there were more in the ranks since Arcturus declared the Mass Exodus Project a failure and ordered his subjects home.  Fed by the lies and deceit of the Propaganda Wing, the changelings living in Ponyville and other pony cities were only too happy to comply.

The Propaganda Wing was housed in a small, unassuming building on the palace grounds, or so it appeared from the outside.  Entering the building was a set of stairs that led down a great distance to the true workings of the Wing, and it was into this pit of dishonesty that Orion was ushered, escorted by two changelings that looked almost bored, and brought into a larger, empty room.  The walls, ceiling, and floor were painted a flat black, and light was provided by some recessed lighting, perhaps the only pony innovation that Arcturus had reluctantly allowed into the hive.

A large mirror occupied one wall, the walls otherwise were devoid of any decoration.  ""So ... you're the recruit that we heard about yesterday, huh?  Very well, state your name and we'll begin," a voice intoned.

"I am Shade," Orion responded, doing his best to look fierce and as un-ponylike as possible. "I am eager to begin!"

"Okay then, let's run through the basics.  Change into as many forms as you can within the next two minutes, giving a demonstration of that form's attributes and general behavior and language skills.  Begin when ready," the voice said.

Orion nods and with a flash of green magic, transforms into one of the first ponies he could think of: Raven Sable. She produces a top hat, waves a magic wand over it, and produces a bunny! "Behold, a rabbit!" she says brightly, in a perfect imitation of Raven's voice.

"Cute," the voice replies.  "Continue."

With another flash Raven is gone, replaced by Twilight Sparkle, who casts a quick teleportation spell. Twilight is then followed by Rainbow Dash, who is followed by Applejack, who is followed by a tan earth pony with an hour glass on his flank, a white pegasus mare resembling Pinkie Pie, Princess Cadance, a crystal pony, and last of all Longhaul.

"Okay you seem to have ponies down pretty well.  What other races can you do?"

This requires a little more concentration and magical ability, but he manages to transform into a female griffon bearing a resemblance to Orion, a dragon a little older than Spike, and a minotaur.

"Griffon and minotaur.  Nice.  I don't believe we have any-ling that can do those," the voice said, sounding slightly impressed.  A door slid open from the wall nearest the mirror.  "Come through the door, please.  Some-ling wants to meet you."

Orion resumes changeling form and takes a few deep breaths before making his way through the door, wondering who that some-ling might be.

Flanked by two stern-looking changelings, Arcturus stood near to the entrance.  "Shade, is it?  Congratulations on passing your first tests.  I think you're going to do quite well here."  He gestured down a long hallway.  "Come, we'll conduct the interview portion while we walk to the cryptography challenge.  Tell me what you used to do amongst the ponies."

"I had a variety of jobs sir," Orion replies as they walk, "My last job was an apple bucker in Appleoosa. Before that, I worked as a window washer in Canterlot."

Arcturus shook his head.  "See, this is the kind of treatment that caused me to call all of you home again.  We changelings are born to better things than menial labor.  What other skills do you possess?  I'm sure you can get  window squeaky clean, but there must be other talents you have that would be better served by joining with us."

"I consider myself to be very skilled with making ponies do what I want them to. Hypnosis, blackmail, that sort of thing." He licks his fangs hungrily, "Both were instrumental in keeping me fed."

"Keep that attitude and you'll be director here in no time at all," Arcturus chuckled.  Reaching the end of the corridor, he said, "This is the cyptography department.   Messages from the pony rulers are sent here to be analyzed and threat levels are asssigned.  Let's see how good you a re at cracking codes."  Three scrolls sit on a desk.  Next to them is a blank piece of parchment and a pen.  "There is no time limit, but quicker work will reap greater rewards.  Once you've deciphered all three, bring them to the office in the back for your final evaluation," Arcturus said, pointing with a holey hoof, before walking off in that direction, leaving Orion to his task.

Orion sits down and floats the scrolls toward him, peering at them closely and trying to figure out the code being used. Upon closer inspection, the first two scrolls would appear to be written so that every third word is the actual message.  The final scroll is a number-substitution cypher.

"Basic enough," Orion comments, missing the days of the circular writing he'd seen during his time as an agent. He solves the puzzles easily and writes the decoded messages down on the parchment, which he then takes to the back office.

"So soon?" Arcturus said in surprise upon seeing Orion walk in with the completed transcriptions.  "Okay, let's check your work."  He looks over Orion's transcriptions and checks them off against another paper on the desk.  "Spot-on.  No errors."  He rises and offers a hoof.  "Welcome to the Propaganda Wing,  our front for the intelligence department.  For now, you'll be working behind the scenes decoding messages, but in time, we will train you to properly motivate the masses as we see fit."

Orion shakes the hoof, smiling. "Thank you sir, it will be a pleasure to play a role in defeating the pony menace."

Arcturus beckons to a nearby changeling.  "Get Shade here a desk and get him working."  Turning back to Orionm, he says, "I take a keen interest in what my intelligence unit is doing, so I'll be watching you pretty closely.  Best of luck to you."  Arcturus grins and walks out of the office.

"This way, Shade."  The other changeling leads Orion to a larger desk.  Sitting on this desk is a larger stack of correspondence.  "One of our operatives in the palace intercepted a bunch of these recently.  See what you can make of them.  Don;t bother with the mndane stuff, but if you comre across anything urgent, let me know immediately.  Take a mandatory twenty-minute break after every two hours of work.  We want your mind sharp and focused, don't over-do it.  If you need help, come to the office."  The changeling smiled slighty and left Orion to his task.

Orion nods once more and sets about the task before him, looking for any urgent documents if he came across them.

The correspondence was fairly routine, mostly dealing with legal clarifications, discussing dinner plans, missives to the Weather Department to turn down the heat in Appleloosa before ponies burst into flames...and then, one particular note caught Orion's eye.  The series of circles and lines drawn on the parchment would lead the observer to simply shrug off the designs as idle doodles. The message reads: 'Orion, if thou finds this, know we are aware of the spy. This is a decoy message.  If we see action by the changelings we will know thou hast received our note. Let us know as soon as thou are able if thou can give information about what hast transpired there.  Thou art loved, please be safe.  Selene.'

On the opposite side, the message intended for the cryptographer read as follows: 'There are small means to force another object near another one's border. When we launch objects to begin anew, our soon becomes quite urgent.' Orion gasps inwardly as he spots the circular writing, his mind easily decoding it. Smiling a little despite himself, he moves on to the cryptographer's message, and hums thoughtfully. What could this mean? He puts his mind to work, his quill scribbling furiously. It turns out to be a simple three-word cypher, reading: 'small force near border launch soon urgent'.

"Bingo." He takes the parchment and trots over to the second changeling from earlier, "I think I've found something!"

“Let's see whatcha got," the changeling replied, taking the note from Orion's magic grasp.  He reads it over and over.  "Are you sure this is accurate?" he asks, looking at Orion.

"It must be," Orion responds. "Every-ling knows the ponies want nothing more than our obliteration... what better way to begin than by starting small, to take us by surprise?"

"Come on.  You found it, you present it."  He leads Orion to the office where Arcturus was studying a map of the pony world.  Arcturus was surprised to see Orion so soon.  "Okay, since you're both here, it must be pretty important.  What did you find, Shade?"

Orion reads the deciphered message aloud, "Small force near border launch soon urgent. If they're going to destroy us, this is how they'll start, with a small force to take us by surprise. We have to be ready for them."

Reading the note, Arcturus grew even more agitated.  "Don't ask me how, but I KNEW they'd try something like this!  General!!" he bellowed, and a changeling dressed in military uniform entered the office.  "Get word to the border forces.  There's a pony invasion force out there and I want them stopped!"  The general saluted and immediately left the office.  "Shade, you seem almost too good to be true.  You may have single-hoofedly saved the hive," Arcturus said to Orion.  "Get back to work for now, and keep up the great job." .

"Thank you sir, I will sir!" Orion salutes once more and returns to his desk, stopping every so often for a break. 

* * *

Reports from the border forces would tell of the gallantry of the hive's finest soldiers as they fended off a surging horde of ponies, risking life and limb in the defense of the hive.  In truth, however, a token force of ponies was sent to conduct maneuvers near to the border and retreat at the first sign of aggression, firing a few token shots of weak magic as they did so to at last give the perception they were trying to put up some kind of fight.

Orion stood before Arcturus, in the throne room.  This was the only time Arcturus would use this room -- for special events, such as what was to transpire this day.  As the assembled heads of various government agencies looked on, Orion was presented with a new medal.  "In recognition of your service to the hive, and thanks to your diligence in spotting the ponies' plan to invade, I hereby confer to you the title of Protector.  You will also be my personal liaison to the intelligence division from this moment forward.  Congratulations!"  The changelings applauded as changelings do, some stomping their hooves, others buzzing their wings.

Orion smiles and clears his throat, bowing humbly as he does, "It means the world to have this honor bestowed upon me... I would give my life to protect the hive and my fellow changelings, and I shall do so to the very best of my ability! Glory to the Hive!"

Arcturus smiled, something he very rarely did.  "Take the rest of the day off, Shade, you've earned it.  Report here bright and early tomorrow, though."

Meanwhile, back in Canterlot, Princess Luna was preparing herself for another night, when somepony knocked on her door.  A guard opened the door, and took a note from the pony standing just outside.  "Message for you, Your Highness," the guard announced, setting the note on the table.  More circles and lines covered the surface of the paper. Luna smirked, and nodded to the guard.  "We thank thee; thou art dismissed."  Once the guard had left the room, she began to read: ”Selene: The decoy was a complete success. I've recently been made the Protector of the hive, and Arcturus' liaison to the intelligence division. No word yet on the locations of the converted ponies, I shall try and see what I can do in the meantime. Keep me in your mind and heart, for I will always be with you, no matter how far I am. With love, Orion."

Luna closed her eyes and smiled.  "We knew we could count on thee, dearest Orion," she whispered to nopony but herself.

* * *

A couple of weeks had passed, and Orion seemed to be settling into his role with ease, fetching dispatches from the controller of the field agents, and checking wth cryptography about any new finds.  He kept a running list of agents when he was able to discover their pony identities, intending to send this information back to Luna at the first opportunity.

Arcturus seemed pleased with Orion's progress.  One day, he asked, "Shade, you always look like there's something you want to ask of me.  Am I reading you wrong in that regard?"

"Not at all sir," Orion says with a nod, "In truth I've been wondering... rumors have been flying around that we plan to use a squadron of ponies converted into changelings, but you've been having problems getting them to follow orders... might I be allowed to work my magic upon them?"

Arcturus thought for a moment.  "Yes, I recall you saying you had a talent for that ... "  He rose, and started to exit his office.  "Walk with me, Shade," he commanded.  Taking a path that led lower into the castle, he stopped in front of a heavy door beg guarded by two large and fierce-looking changelings.  "This is Shade.  He has my official sanction to enter this area to work with the troublemakers."  The guards nodded and stepped aside, one of them using his magic to unlock the door.  The door swung easily on its hinges.  

"Here we are," Arcturus said, indicating with his hoof.  "We have about three dozen or so that need to be ... re-educated.  I'll have you pick two and start there, to assess your methods."

"Thank you, sir," Orion says politely, trotting over to two mares. One was a pegasus, another an earth pony, both in different stages of conversion. "Good day ladies," Orion begins. "May I have your names, please?"

"Dusk Runner," said the dark-grey earth pony.  "I'm Sound Wave," the pegasus replied.  They huddled close to each other, worried about what 'Shade' was about to do to them .

"A pleasure to meet you both," Orion says, smiling warmly to them, "Don't worry, I'm not going to hurt you... I just want to talk. How are you feeling?" He takes in each of their appearances, seeing how far they were in the conversion process.

"I have business to attend to, but I will return as soon as I'm finished to see how you're doing."  With that, Arcturus turned and left the secured area, leaving Orion alone with the frightened mares.

Once Arcturus had left, Dusk Runner practically threw herself at Orion's hooves.  "Please!  All we want to do is go home again!  We didn't cause any trouble, we won't cause any trouble ... just let us go ....please......"  She sobbed heavily, the pegasus standing at her side, stroking her with a wing and looking at Orion, scared out of her mind.

Orion wraps his hooves around both mares, letting them feel the honest love and concern he had for them both, "I promise you... you'll get to go home. You'll get your lives back, half-changeling you might be... there is still hope for you, because I'm the one who's going to help." He looks to Dusk Runner first. "Do you have family back home, Dusk? Where do they live?"

“Baltimare," she replied haltingly, in between sobs.  "My--my parents live there.  All I want is to see them again."  She composed herself and looked deep at Orion.  "How are you going to help us?  The changelings around here are all scared of crossing Arcturus, what makes you different?"

"Because I'm not a changeling." With a flash of magic he turns into Orion, "I'm a pony... I'm here on a mission from the Princesses... and I'm one of Princess Luna's best friends. I'll contact her, tell her where you're hidden, where your family is, and she'll take it from there." He smiles again. "Trust me."

Sound Wave snorted.  "Trust you?" she said angrily. "This whole land is built on deceit and deception.  For all we know, it's just another trick to get us to be more docile."  She huffed and fluffed out her wings.

Orion heaves a deep sigh, looking to Sound Wave next, "I know you don't have a reason to believe me... considering there's been an impostor with my face talking to the press. What do I have to do to prove I'm real?"

"Only one thing,"  Sound Wave said, sitting down.  "You're able to turn into Orion Shadow. I know of him, I've been to his museum, met him once.  However, you look nothing like he looks now.  Tell me of his family, and how old he truly is, and maybe I'll be convinced."

Orion closes his eyes, and begins to tell his story. "I'm older than I look... this is just an illusion Luna crafted. I'm old enough now that I have to use a walking stick to get around... and as for my family? Well, that's the nice bit... I was married to an earth pony mare named Raven Sable, a magician... she died thirty years ago, in an accident. We have two foals, Vincent and Melody..." He continues on this way for a while, explaining the important events of his life. How he met Raven, his role in the changeling incursion of thirty years before, and subsequent mass exodus, etcetera.

Sound Wave's eyes widened as Orion spun his tale.  "You've told me little details nopony else knows about Orion, or his adventures ... Oh, praise Celestia, you're truly him!" she whispered forcefully, hugging Orion despite his changeling form.  "Are you sure you can get us out?"

Dusk Runner looked fearfully at Orion.  "More importantly, how are you gonna get away?" she asked.

"I haven't the foggiest idea, Dusk... I'll come up with something." He hugs Sound Wave back. "Both of you... act like changelings as long as you can. Praise Arcturus, chant support for the hive, anything. Let them think I've brought you to their side. If I time things correctly, you won't have to hurt any of your fellow ponies. Got that?"

Both mares nodded and Dusk Runner leaned yo whisper to Orion, "We'll spread the word to the others.  We believe in you, Orion."  She planted a tiny kiss on his cheek.  "For luck," she said, blushing.

Arcturus returned to see Orion coaching the two half-changelings on proper etiquette when draining the emotions from their prey.  Both of them bowed when they caught sight of Arcturus.  He just shook his head.  "Truly, you are as good as you say you are.  Those two were our toughest cases."

"It helps to have a way with words," Orion says with a smile. "They'll be full changelings within the month." He looks back to the two mares, "See you next time, girls!"

"Glory to the Hive!" the two said in unison as Orion and Arcturus left.   

"Okay, you've impressed me yet again, Shade.  I'll let you keep working with them after you finish your other duties.  Sound good?" Arcturus asked.

Thank you, sir! I am happy to!" With that Orion makes his way toward the main areas of the palace, to compose his latest coded letter to Luna.

* * *

Close to a month had passed, and back in Canerlot Princess Luna paced in agitation.  She should have heard something from Orion by now, his latest report was becoming three weeks overdue.  She sighed and tried to calm herself when there was a knock on he chamber door.  The guard opened it and retrieved the unmistakeable piece of paper bearing the familiar circles and lines.  Luna once again dismissed the guard and began to read.

"Apologies for my lateness, Luna... I have been working on collecting the family names of the various captured and converted ponies, and stalling their transformations for as long as I can... but I fear I'm running out of time. Arcturus is beginning to suspect me, I fear the upcoming rescue of the prisoners will sew the final seeds of doubt in his mind. Therefore, I would ask that you make this as inconspicuous as possible. Attached are the names and addresses of those captured and their families, where applicable. Always, Orion."

Luna studied the list carefully.  She grimaced at the length of the list, but took comfort that, at least for now, they were alive and unharmed.  Taking a quill in her magic, she began to doodle, or so it appeared to anypony watching her.  In truth, she was composing a message.

'Dearest Orion, we have the list safe in our hooves.  The families of those named will be contacted forthwith.  We have troops stationed nearby to thy location, ready to assist at a moment's notice should thou desire.  Be wary and do what thou must to stay safe around Arcturus.  We hope we can hear of an end to this conflict very soon.  -Selene.'

Tucking the correspondence in with a bunch of documents pertaining to crop rotation, each with a little bonus secret code included, she summoned her faithful page, instructing her to take the stack of papers over to Princess Celestia.  Luna knew that her message to Orion would be arriving in the hive within the hour.

An hour later, Orion is on his way down to the secure room when Luna's letter arrives... he reads it quickly and then teleports it into a safe place, before entering the room where the converts were kept.

The room was strangely empty.  Only yesterday had a few dozen half-changelings sat and listened to their daily lesson, knowing that their salvation was close at hoof.  The pretended to go along with the lesson, letting their eyes glaze over and their jaws go slightly slack, as if they were under the thrall of one Shade, master hypnotist.

Stepping from his hiding place, Arcturus gazed down at Orion, fire and hate evident in his stare.  "They've been moved.  And thy will be dealt with once I finish with you." 

"Where have they been moved to?" Orion asks coldly, giving up the charade of politeness. "I was so close to freeing them, and I am not going to give up now!"

"That's not your concern ... 'Shade,'" Arcturus sneered.  "And why don't you let your disguise down, since we both know you're no changeling.  You're just some lackey of that sun-butt princess here to magically save the day!"  He chuckled an evil chuckle.  "So close ... only to end here, at my hooves."

Orion lets the changeling disguise drop, restoring his youthful, pony self. At Arcturus' taunt, he rolls his eyes. "Here to save the day, as I've done for the last thirty years... something your relatives discovered first-hoof." He growls, staring icily up at the changeling. "You really are pathetic, do you know that? Refusing to let a decades-old grudge die? That's why our two races are so close to war, why I'm here right now, rather than enjoying my retirement. Because YOU don't know when to stop fighting. In short, you disgust me."

"I disgust YOU?  Oh, that's rich!" Arcturus snarled.  "Don't think I didn't hear about your atrocities, my dear father Onyx was only too happy to provide me with the truth!  He told me about how you killed my grandmother, how you fooled almost an entire hive to abandon their true and ancestral home to go live in your pitiful world as nothing more than lapdogs!  But worst of all, I had to watch as my father died, a broken changeling, with nothing more than a few hundred loyal changelings to give him the respect he deserved!!"  His eyes narrowed.  "I swore that I would ruin you, and I did so.  I've heard the stories from the pony lands.  They hate you with as much passion as I do!  But now, you being here ... looks like I get to make father's wish come true after all."  A wicked smile appeared on his face.  "He didn't want you ruined... he wanted you dead."

"That's nothing new... he told me so himself." With a flash of magic his purple frock coat, dark grey vest, golden pocket watch, and purple bow tie with white polka dots are all restored to him, and then he offers a hoof. "But let's do this properly... a duel to the death. Whichever of us dies, the survivor treats the deceased with all the proper respect. Deal?"

"I'll show you as much respect as you showed my grandmother!!"  Arcturus yelled, as he fired a bolt from his horn that impacted at Orion's hooves, creating a cloud of dust and smoke, and throwing small bits of shrapnel in the air.

Orion fires a return shot, aiming for Arcturus' weakest point. There was also a lot of heat and light, as a result.

The blast threw Arcturus back until he hit the back wall, the stones cracking with the force of inpact.  The smell of singed hair and burned chitin filled the space rapidly.  Slowly getting to his hooves, Arcturus shook his head.  "Nice try," Arcturus said weakly.  He charged his horn and fired another burst at where he remembered Orion standing just a moment ago.

"Thank you, I'll try harder next time!" Orion replies politely, just before the burst of magic hits him. He quickly returns fire, but his reaction time seems to be slowing ever so slightly... and there are bags around his eyes now.

Arcturus noticed the change.  "An anti-aging spell ... clever. But worthless now."  Another bolt fires out at Orion.  "You can't run forever, old pony.  If I don't get you, the stress will."  He laughed.  "Either way, I win.  And Father gets his revenge."

Orion fires back, his magic and reaction time now noticeably slower. With one last deflection, Orion felt the last of Luna’s rejuvenation spell disintegrate, leaving him bare. And as Arcturus’ words reached him across the chamber, he smiled sadly. “Then it’s time to put on a show!” With one swift motion, he tugged at his bowtie with a fore hoof, and let it unravel, folding it neatly into a pocket of his jacket. Then his horn started to glow, brighter and brighter as he poured in all the remaining magic he had. And then he spoke.

"Bit of advice. Tell me the truth if you think you know it. Lay down the law if you're feeling brave. But, Arcturus, never, ever tell me the rules! Can you hear them? All these creatures who've lived in terror of you and your judgement? All these beings whose ancestors devoted themselves, sacrificed themselves, to you, can you hear them shouting? Oh, you like to think you're a god, but you're not a god! You're just a parasite eaten out with jealousy and envy and longing for the lives of others, you feed on them! On love and loss and birth and death and joy and sorrow! So, come on, then, take mine! Take my love! But I hope you've got a big appetite, because I have lived a long life, and I've seen things you wouldn't believe, I have lost things you will never understand! So if you want my life, COME! AND! GET IT!”

Then, there was a tremendous explosion, and Orion felt a ripping sensation as all his remaining magic was torn from his body, and thrown into the air toward Arcturus. The changeling barely had time to scream as the heat of the explosion caused him to burn and crumble. The walls of the hive melted and burst out with a great shattering sound, sending pieces out into the nighttime sky. Orion fell, his eyes closed, his breaths slow and weak. He didn’t have much time left.

Luna arrived as the dust was beginning to settle.  The anti-aging spell had an extra ward included with it -- should the magic start to fade, she would be notified and directed to his location.  Enveloping him in her magic, she called out to the phalanx of guards that surrounded her, "Find our lost ones, so that they may return to their families this day!"  She carried Orion out of the smoking ruins of the castle and, once safely away, set him down gently.  "Orion, dear one ... can thou speak?" she said, gazing at him with a worried expression.

Orion manages to open his eyes, and smile weakly at Luna. "Take me home, please... And I'd like Carrie to join us..."

“She has been summoned, and will be waiting.  Let us leave this place.  Thou hast done good, Orion," Luna said with a hitch in her voice.  Her horn flared bright white and both of them were back in the castle, in Luna's private chambers.  Standing to the side was Carrie, wearing her princess regalia.  "I came as soon as I could ... stupid official ceremonies dragged on forever."  She stepped over and looked at Orion.  With a tear in her eye, and a sad smile, she said, "You've looked better."

Orion chuckles and kisses Carrie's cheek, "And you've never looked more beautiful... Princess Carrie." He smiles at them both, "That last spell of mine ripped the magic from my body... It's a strange sensation, not having any magic... like an empty tea cup." This makes him think. "Got any earl grey? I could use one last cup, before I go."

A tea cup levitated over to Orion, held in Princess Luna's aura.  Carrie's magic gently lifted Orion's had so he could drink easier.  "All of your magic is gone?  I don't know of anypony surviving as long as you have with all of their magic gone.  You are truly something special,  Orion."  Carrie sniffled and turned away for a moment before looking back to Orion with reddened eyes.

"Maybe the universe is being kind... repaying me for everything I've done." He shrugs a little as he sips, holding the cup in his hooves for once. Once finished, he places it to one side, and then takes out two things: his watch, and his bow tie. The watch goes to Carrie, and Luna gets the bow tie. "We're all stories in the end... just make it a good one, eh? Because it was, you know. It was the best." He smiles sadly at the two mares. "I'm going to miss you both... I couldn't ask for better friends."

Unable to hold back any longer, the two princesses wrap Orion in a tender hug, their tears flowing freely as they held their dear friend, companion, and for one of them, lover, for what would be the final time. “Goodbye, dear one…” Luna whispers. “We shall always love thee…”

“And I you, Luna,” Orion whispers back. “For all eternity. But for now…” He gets into bed and tucks himself in, as if simply going to sleep. He closes his eyes, and mutters: “It’s the end… but the moment has been prepared for…”

Luna began to whisper archaic words through her quiet sobs, while Carrie remained mute, just holding him as the seconds ticked away  All Orion would remember was seeing a brilliant flash of blinding white light, and then his eyes slowly open, and he looks around. "Hello? Is anypony home?"

Two figures approached from the blinding glare.  One held back, stopping at a distance that allowed whatever it was to be unrecognizeable, while the other continued forward.  "It's been so long, my love ... welcome home."  The figure of Raven stepped closer into view, standing almost muzzle to muzzle, before wrapping him in a tight hug.  "I've missed you so much!  It's good to finally hold you again!"

"Raven!" Orion says happily, throwing his forelegs around her and hugging her close. "Does this mean... I'm dead? All I remember was hugging Luna and Carrie, then a flash of light..."

Raven nodded.  "That bright light was Luna guiding your way to the afterworld.  I saw it too, when I had my accident."  She smiled.  "There's somepony else here that wants to say hello."  She called to the figure in the distance.  "It's okay, you can join us now."

Striding closer, the unmistakable shape of a cowboy hat appeared, perched on top of an earth pony with grayish fur.  "Well ... sure took your sweet time getting here, didn't ya?" said a familiar voice.  With a smile, Longhaul stood in front of Orion before wrapping him in a super-tight hug.

"Longhaul!" Orion beams more and hugs him just as tightly, "I am so glad to see you both again... it's been far, far too long!" He bounces a little on his hooves, "What's the afterworld like? Can I still use magic? Is it like Equestria?"

"Whoa whoa, slow down there, new guy," Longhaul said with a  chuckle.   "Let us veterans guide you through the basics."  He nodded to Raven, who grinned and moved alongside her husband.  "First of all, this is a place to relax from your burdens, and to that end, if you want something all you have to do is think of it.  Let's say, for example, you're thirsty."  Longhaul closed his eyes and instantly a glass of iced sweet tea appeared in his hoof.  He took a sip.  "Aahhhh .... just how I like it!"  he said with a grin.  "And that works with just about everything you could wish for, with a few exceptions."

 "Like what?" Orion asks, thinking of a cup of earl grey. And it appeared, just the way he liked it. Smiling cheerfully, he sips it.

"Well, you can't wish for anything that doesn't exist, naturally. And the biggie is you can't wish to be alive again.  Doesn't work that way," Raven explained.  "You can, however, wish for things for other ponies."  Instantly, a plate of Orion's favorite dessert treat appeared in front of him.  "I'm guessing it's been a  while since you had something decent in that tummy of yours," she said with a giggle.

"Yes, actually... there's no pony food in the changeling hive, I've been surviving on love." He digs in to the food, looking to his wife and friend. "How do I look in on the world of the living? Just to watch it?"

Longhaul drew a rectangle with his hoof.  "Just this easily," he replied.  "Make a screen, and think about who you want to look in on."  Longhaul's screen flickered until an image of a lavender zebra with a rainbow-colored tailwrap appeared.  "That's Kallisti.  We were together for a while, before the changeling invasion that led to my demise.  I peek in to see how she's doing form time to time."

Orion smiles at the sight of the zebra, "She's beautiful... what is she like?"

"She's amazing," Longhaul recalled.  "Helped me out of a jam, practically saved my life, and I owed her so much I could never fully repay her.  In a way, she's my version of Raven."  Raven blushed at Longhaul's words.  "What?  It's true."

"They even look similar," Orion comments idly, smiling amusedly. He draws a rectangle, and thinks of Carrie and Luna both.

The picture focuses in on Carrie and Luna standing around Luna's bed.  Both of them are holding each other and weeping softly.  Another older pony lays on the bed, unmoving.  A doctor is checking the older pony, and shaking his head.  A sheet is drawn up over the older pony as Carrie and Luna cling tighter to each other.

"What happens now, Princess Luna?" asks Carrie.

"We shall see to it that his name is cleared of the foul and false charges levied against him by his enemies.  In five days hence, we shall hold a public memorial service to honor he that kept Equestria safe from the threats of her foes, and his tireless service, even unto his passing."  Luna leans in and kisses the still figure on the cheek.  "Well done, good and faithful servant.  Thou will be refreshed from thy labours."

 Orion gasps, struck by the sight of the two princesses and the older pony on the bed... which he realizes is himself. Tears appear in his eyes, and he holds Raven and Longhaul closer to himself, crying gently. "I have to tell them something... let them know I'm okay... how?"

"Thou can tell us thyself, dear one," echoed a familiar voice.  Stepping out from the light, Princess Luna approached the gathering.  Both Raven and Longhaul bowed their heads slightly as she approached, having learned long ago that full displays were not necessary in this realm,as all were now equal.  "Do not be alarmed; we walk this realm often as we shepherd the dead to their final rest.   We grieve for thee, Orion.  But, we also know our duties.  And since we are part of this realm, we can visit thee often.  What message did thou wish to pass on to us?"

Orion leaps to his hooves and tackle hugs Luna, nuzzling her happily. "Just letting you know I arrived safely... with the help of my wonderful guides." He looks into her eyes, "I've been working on a book, detailing all my adventures, so that somepony may read of them in the future... obviously, I didn't get to write the ending... So I'd like for you and Carrie to write it for me."

Luna hugs Orion tightly, nuzzling him. "It shall be done as thou requests.  Even now, we are working to restore thy good name to both the changelings and ponies.  We have exposed Arcturus's falsehoods, and the ponies thou were rescuing are speaking on thy kind deeds.  Thy ending will be written in due course, and we will be honored to complete this task for thee."

“Thank you... I appreciate it." He smiles, kissing her cheek lightly. "I'm glad the rescued ponies are okay... I would've rescued them myself had Arcturus not tried to kill me like he did." He shakes his head, sighing. "That's all for now, I suppose... but come and visit, won't you? And... tell Carrie hello from all of us. I'm going to miss being an Element of Unity."

"Thou will see us again, Orion, and Carrie informs us that she and her Princess Luna will wield your two elements together.  Once their Princess Celestia is sufficiently recovered, she will be given the option of doing so.  Carrie and her princess agree that thine are big shoes to fill." She hugs Orion once again.  "We must return to the physical plane for now.  We feel thou art in capable hooves," she said, smiling at Longhaul and Raven.  "Farewell for now."  Luna strides back toward the light, vanishing from view.

Cheered up, Orion links hooves with Raven and Longhaul. "Let's go home! Wherever home is!"

"Home is wherever, and whatever, you want it to be," Raven says, walking on Orion's right side.  "As long as my home is with you, the rest doesn't matter."  She snuggles in close to Orion.

Longhaul said nothing as he walked along on Orion's left side. Finally, he spoke up.  "Well, wherever you make your home, think you could add an extra room for me?"  He flashes a lopsided grin.

Orion laughs, "Of course I will, Longhaul!" He nuzzles Raven gently, already thinking of home... and in the distance was a very familiar manor house, perfect in every respect to the real-world original. Indigo Blaze, or a younger version of same, could be found gardening.

Indigo looks up from her gardening, seeing a very familiar pony walking toward her.  She rises and dusts herself off before walking down the path, stopping in front of Orion. she smiles warmly.  "Welcome home, my son," she says, wrapping him in a tight hug.

"Mother!" Orion beams and gives her a hug back, enjoying the wondrous smell of her perfume. He lets go after a while, and asks to all gathered, "Shall we go in and eat? I'm starving!"

Indigo smiles.  "Of course.  I'll have Cassius make your favorite."  She leads the way inside, Longhaul and Raven flanking him.

**Notes for the Chapter:**

> The title is from Sherlock, though from a plot perspective, it’s more of a take on The Time of the Doctor, Eleven’s grand finale. I wanted to have the final battle take place on Ponyville’s clocktower like it does in the episode, but it wouldn’t really work anyway, so I settled for using it as a meeting place instead. Orion’s physical appearance in the opening is based on Eleven’s, during the scene where he fights a wooden Cyberman, while his occupation is taken from a line of dialogue in the preceding episode, The Day of the Doctor. The anti-war speech he gives to Buzzmaker in the interrogation sequence was added retroactively, from The Zygon Inversion. His final big speech to Arcturus is a combination of speeches from Akhaten and Time, while the detail of Luna sending him a bit of extra magic is a take on the Time Lords sending the Doctor more regeneration energy.


	5. Army of the Dead

**Summary for the Chapter:**

> A new era in Equestrian history begins as Luna seeks out Artemis Tenebrae, the great-granddaughter of Orion, for help in dealing with a problem that has cropped up in the realm of the dead.

The dark, rainy streets of Manehattan were largely abandoned. The ponies that were out hurried to their destinations without stopping to talk, lest they get any wetter than they were already, for the local weather team had scheduled quite a downpour that would last well into the following morning. The only place that seemed to be doing anything like a normal night of business was the city's seedy underbelly. All throughout the city, ponies of shady backgrounds (and sometimes of shadier color schemes) did a roaring trade, ill-gotten bits passing freely from hoof to hoof.

A seedy bar called Babs' was opening up for business, and at a dingy table sat a lonely, cloaked and hooded blue alicorn mare, idly nursing a cider. Two hundred years earlier, a purple earth pony mare named Raven Sable had entered this exact bar, sat down at this exact table, and ordered this exact drink while she waited to meet a griffon, and eventually a pony, who would change her life forever. The symmetry was almost too much for Luna to bear.

Being an Eternal, Luna didn't visibly age. Or rather, she aged so slowly that for all intents and purposes, she looked almost exactly the same now as she had when Orion and Raven were alive, give or take a month or two. Two centuries had passed since the day she and Princess Carrie buried their mutual friend. And in that time, she had never once cast the spell that would allow her to talk to his spirit. Not because she thought it would cheapen the sacrifice he made that led to his death, but because she was waiting for the right moment.

To say Equestria had changed since that day was an understatement. Magic-based technology now permeated every aspect of Equestrian society. For example, the cell phones of Orion's day were large, cumbersome objects that allowed the user only to call the pony on the other end of the line, assuming that pony also had a cell phone. Today, those phones had become exponentially smaller, gained screens, and were able to do anything from send a short textual message to browsing the Ponynet. Luna still had trouble navigating hers, and was prone to breaking them.

Of course, the changes in Equestria were more than just technological. Relationships between ponies and changelings were the best they'd ever been, a far cry from the war between the two races that Orion had managed to stop, just in the nick of time. The initial distrust had long since waned, and the two species now lived together in perfect harmony, to the point that twenty years earlier, the first pony-changeling hybrid had been born.

In short, the Equestria Orion had known was long, long gone. It was a brave new world now. Nopony, not even the immortal goddess of the moon and stars, knew what the future held.

Her reverie was broken by the opening of a door, and the sound of hooves on rotted wood. The sound was somewhat hollow, as if whomever it was had holes in their legs. Luna looked up, just in time to see a very strange mare enter the bar.

She had a dark purple coat that appeared to be made of neither fur nor chitin, but an odd combination of the two. There were bright green eyes, a mane and tail of deepest black flecked with brown, and a perforated horn with matching holes in all four legs. She also had purple insect wings, and white fangs.

Luna rose, and said in a soft, surprised voice, "Who… who art… who are you?"

The strange mare turned to look, and said in a voice very like a gruff version of Princess Carrie's: "My name is Artemis Tenebrae, and I am the leader of the Bad Seeds. What do you want?"

"I wanted to speak with you, Artemis. There is a matter that is most troubling, and I fear it concerns you." Luna looked around the bar. "Nice to see some things never change, even after a couple of centuries. There's quite a history surrounding this place, you know. It was here that it all began, and now it begins anew." Dropping her hood, Luna looked directly at Artemis. "Tell me, what do you know about your ancestors?"

Artemis jumps back in surprise at the sight of Luna, but doesn't bow. Instead, her eyes narrow suspiciously. "Why do you care? It's not like they ever did anything for me." Her wings buzz as she gets more annoyed, "Look at me! Half pony, half changeling, and the worst parts of both! I'm a freak! And it's all because Great Grandfather Orion couldn't be bothered to keep his muzzle out of anypony's business." She turns away, "I know all there is to know... how couldn't I? It's all anyone talks about around me, that and how I'm apparently the next equine to inherit his legacy." She scoffs, voice dripping with sarcasm. "But here's the thing: I don't want his legacy. I want to live on my own terms, to Tartarus with him."

Taken aback by Artemis's harsh words, Luna looks at her with a sad expression. "It would break his heart to hear you speak of him in that tone," Luna said, "much as it breaks mine. Your great-grandfather did wonderful things for Equestria, many of which influenced how we live today. I have watched with fascination and glee as our ponies made stunning advances over the decades, all led in part by your great-grandfather-s insatiable quest to make the country he lived in a better place for all, pony, griffon, minotaur, and even changeling." She tentatively reached a hoof out. "And you, despite your protestations, are part of that legacy. Over the years, we have kept an eye on all of Orion's progeny, watching them take their place among Equestria's best and brightest. And then, there's you, who seems to have taken a path to ruin despite your real potential being locked away, waiting for you to release it, embrace it."

"What potential?" she hisses, spit flying from between her fangs to land near Luna's hooves, "I don't have potential! I'm just a bug! I don't even have a cutie mark!" She turns a bit, and sure enough where other ponies would have a mark, she had none. She turns back to the door as if to leave, "You're wasting your time, Luna. Go bother my cousins, and leave me alone. All I want is my gang." She takes flight, heading up into the night sky.

Luna was soon flying alongside Artemis. "You know full well that cutie marks appear when a pony realizes what their inner talent is, and therefore your excuse is feeble at best. You kept your talents locked away for so long, and never explored them, it's no wonder yours hasn't appeared yet. And what can your gang offer you besides a shortened life span and misery at what might have been if only you had chosen a different path?" She was now flying backwards, an impressive feat, hovering in front of Artemis. "Please. Just talk to me. I will ask nothing beyond that if you still wish to follow your own path once we finish."

Artemis closes her eyes and sighs, there was no getting rid of her, was there? She reopens her eyes. "Oh fine, we'll talk... but somewhere dry. I hate flying in the rain."

"Wherever you would prefer, that will be fine. Do you have a preference?"

Artemis thinks, "His grave, I guess... it seems fitting."

"As you wish," Luna says, banking sharply and flying toward what once was Shadowfall Manor.

* * *

Orion's stately home had since been converted into a museum to commemorate his life and deeds, with various artifacts from his adventures on display. His den had been converted into a library, housing his research and the works of others that he had a direct influence upon. Hundreds of visitors flocked to the museum daily, some conducting research, others to look and marvel at his exploits. Now, the museum was dark, and Luna angled for a section cordoned off from the general public: the graves of Sir Orion Shadow Baronet and his wife, Lady Raven Brownmane. Touching down, before Artemis could land, Luna spoke to the ornate headstone, "I hope you know what you're doing, my old friend." She watched as Artemis landed and made her way over to the graves.

Orion was, fittingly, buried next to his beloved. The grass in front of the stone seems to glow, and in a flash of light, a spectral, grey unicorn stallion with a brown mane and tail and a pocketwatch cutie mark appears, wearing glasses and his ever-present bowtie and jacket. He grins. "Luna! So good to see you again! It's been..." He checks his watch, "A month or so? You know how wibbly time is in here. How long has it been for-" He stops, finally noticing Artemis. "Oh! Hello there! Are you one of my descendants? You certainly look it!"

Artemis steps back at the sight of the ghost and stares up at the flailing madpony her great-grandfather had been. He looked like such a dork, dressed like a teacher. And that silly floppy hair... she could barely stand it. Nevertheless, she says through gritted teeth, "Yes. I am Artemis Tenebrae, your great-granddaughter."

"This is the one we have spoken about, Orion," Luna said. "She seems to have inherited the worst traits of your wife, right down to her choice of saloons and the company she keeps. I worry there isn't enough time to save her from her eventual fate. I suppose it's too much for a charming gentlepony to come to her aid and rescue her from a fate worse than death ... again."

Orion looks agape, "Honestly, Luna? After all we've been through? I'd risk my... well, not my life, since I'm dead, but my... existence? There we go, existence. Yes. I'd risk that in order to save one of my own." He looks back at Artemis again, "Though it's going to be harder this time, since I don't have a physical body anymore. Unless, I dunno, you could put my spirit inside a metal casing, or simply appoint me as her guardian angel... one of those."

"And what if I don't want you in my life?" Artemis spat. "I think you've done enough as it is. Look at me! All my life, getting called Bugfilly, dealing with the teasing, the looks other ponies give me. 'Careful, she'll siphon the love right out of you!' 'Does the wind whistle through those cheeselegs of yours?' They changed once I started fighting back. They started to leave me alone." She started to pace in a small circle. "Oh, Mom and Dad weren't so pleased that their little foal was gaining a reputation, told me repeatedly to shape up or ship out! Guess which one I did? Yup, left home and lived on the streets of Manehattan until the Bad Seeds took me in." She narrowed her eyes as she spoke to Orion, leaning in closer. "They were more of a family than anypony I'm related to! And I earned their respect, enough so that I became their leader. And now, Princess Mooncheeks here tells me that I'm in line to inherit your legacy as the savior of Equestria? No thanks!" She stomped back and glared at the princess and the specter.

Orion is quiet for a long time after all of this, surprised at how different Artemis was from him, and to a degree, even Raven. He felt his heart break at the tales of bullies and insults, and unhappiness that she willingly went to the group that almost got him killed so many decades earlier. He looks to her sadly, bravado gone, then back to Luna. "Come back when she's found her cutie mark. Keep me posted," he says quietly. Then he disappears, leaving the two mares alone.

Luna sighed. "It's not too late, Artemis. It's not uncommon for ponies to get their cutie marks later in life. I can help you, as much as I can, toward that goal. I know for a fact that continuing down the road you're on will only end in heartbreak, and your eventual early demise." Her eyes glistened as she looked to Artemis. "Do you really wish to exit this life so soon?"

Artemis shrugs, "Seems a lot better than the alternative." She looks away from the grave, "What can you possibly do? Turn me in to the Cutie Mark Crusading Squad, where they'll make me do a bunch of pointless tasks to 'help' me find my calling in life?"

"You claim you want nothing to do with your great-grandfather, and yet you two are so alike, especially in your stubbornness. Do you want to die because you're too afraid to live?" Luna moved closer, placing her muzzle close to Artemis, a small snarl forming on her lips. "I know all too well what happens when one chooses the easier path. It leads to nothing but heartbreak, sadness, and despair. And I was sealed with that fate for a thousand years, alone, with nopony to help me redeem myself. Your bravado and tough-filly act do not impress nor intimidate me. If you truly want to impress me, show me that you're willing to work for something for once. Don't take the easy path, forge your own way and earn what you seek! Or are you too much of a chickenheart to even try that?"

Artemis' eyes narrow to slits, making her look a little like Chrysalis, and she snarls, fangs bared. "Don't you dare call me a coward!" she shouts, her wings buzzing even faster now. "Or it will be the last thing you do, princess or not!" She takes to the air and flies off toward the hideout, determined now. She would find her talent, with or without Luna's help.

Luna chuckled. "It seems I touched a nerve after all. Perhaps there is hope, my friend. We will speak again soon," she said, bowing before the headstone and flying off after Artemis.

* * *

Artemis lands in a ramshackle hut located deep in the Everfree forest. It was one of the few places in Equestria largely untouched by time, and it remained as dangerous as it had been in Orion's day. The hut had been Zecora's, but since she passed, it was left for the woods to take. Artemis and her fellow gang members had managed to reclaim it, somewhat. She makes a chittering noise, summoning the others.

From out of the shadows stepped several other creatures: two pegasus ponies, one male and one female. They were called Icewing and Firefly, respecitvely. Next was a griffon, Gemini, half eagle and half panther. Last of all was a changeling, Calyx. She had purple hair. All four looked tough and uncompromising.

"So, what happened, boss?" Calyx said. "More trouble with the Steel Hoof squad?"

"You'd think they woulda learned after last time," Icewing said,, his wings flaring slightly."Or do they need a refresher lesson?"

"Nah, not the Steel Hooves," sighed Artemis, flopping down onto a ruined chair. "Luna. She wants me to find my talent so that I can start saving Equestria again, like my great-grandfather always used to do."

"Damn, you got royalty breathing down your neck," Gemini said, cracking open a bottle of cider and passing it over to Artemis. "Sounds serious."

"So, whatcha gonna do about it?" asked Firefly. "You know we got your flank on this."

Artemis takes a long pull and nods, "May as well try to find my talent, I guess... don't know about the whole 'savior of Equestria' gig though. When great grandfather started, he got all up close and personal with the changeling queen at the time. Nothing like that is gonna happen now! It'll have to be something different!"

"We always said we'd back you up, Artie," Calyx said, hugging Artemis. Artemis permitted this, for not only was Calyx her number two in the gang, but being a changeling, she had the same troubles growing up as Artemis did, and it was Calyx that partnered with Artemis when she was brought into the Bad Seeds.

"Yeah, you tell us what to do, and it's done!" Icewing said. Firefly and Gemini grunted their assent.

Artemis smiles a little at Calyx, it was rare she did such a thing. In fact, Calyx was the only equine Artemis ever smiled to. "Let's go sneak into the museum then," she decides. "Maybe find something that can help me learn my purpose." She makes toward the front door.

"I'll go with you. The rest of you, stay here. I'll flare if there's trouble," Calyx said, following Artemis to the door. The other three nodded and went back to what they were doing.

Cloaked with an invisibility spell, Luna had heard and seen everything that transpired. Silently, she followed the two back toward the museum.

Artemis trots up the front steps and with a burst of magic, unlocks the door and steps inside, casting a night vision spell. "Apparently he used to collect magical artifacts from all over Equestria, some with powers beyond our understanding... let's see if we can find some!"

"Sounds like a plan to me, Artie." Calyx looked around. "Wow, he must have been loaded! Look at the size of this place!" Her whisper echoed off the walls in the grand entryway. "So, which way should we go? Changeling wing or Mirrorverse?" she asked, reading the signs. "Or ... we could peek upstairs," she said, motioning toward a set of stairs that had been roped off. "Wonder what's up there?"

Luna stood behind the two, remaining invisible, smirking to herself. 'Oh, you will definitely find something worthwhile upstairs,' she thought to herself.

"This would be easier if we had three of us," Artemis says with a sigh, "Let's go up first. If there's nothing there we can try the other two rooms." Her gaze lands on the sign for Mirrorverse and wondered what that meant.

The two moved slowly up the stairs, the old wood creaking softly with each hoofstep. Reaching the top, they moved into the largest room at the end of the hall. Both of them let out a low whistle as they looked around what used to be the bedchambers of Orion and Raven.

The room hadn't been touched in many years, the only care it received was a periodic dusting and vacuuming from a secretive housekeeper, one who only appeared at night and the only one, by royal decree, permitted to enter this space. On a dresser stood a photo of Orion, Raven, and their two foals, all of them dressed for a formal family portrait. Next to that lay a cylindrical object, made out of two different types of metal. A button was placed near one end, and just above that, a set of metallic jaws clamped around a faint-greenish crystal.

"Whoa, is that your great-grandma?" Calyx asked. "She's really pretty. And hey - check this out!" Calyx pointed a hoof to a particular piece of jewelry. "Look - it's a Bad Seed pendant! I'd heard they used those long ago ... maybe we should take that back with us." Calyx's eyes fell next on the cylindrical object. "What do you suppose this is?" she asked, pointing to it with a hoof.

"No clue," Artemis says quietly, taking everything in. She could almost smell the history here. "She used to be one of us, back when Blackclaw was head of the team..." She grabs the device in her hooves, "Let's take it, we might need it." That done, she steps toward the front door again, "Let's go back down... I want to check out that Mirrorverse wing."

"Blackclaw ... yeah, didn't he try to start a wart between the griffons and ponies?" Calyx asked. "I thought I had read about that somewhere." Grabbing the pandant and slipping ti around her neck, Calyx followed Artemis down the stairs.

The Mirrorverse wing was sparse, with only a few items on display. Calyx looked around at some of the pictures hanging on the wall. "Princess Carrie Shadow," she read from the brass plate on the bottom of the portrait. "Hey, check it, Artie ... what if great-grandpa was a filly instead?" she said with a grin. She moved next to a glass-enclosed display case. "Element of ... Unity?" She blinked. "I thought they were Elements of Harmony, or something like that."

"Maybe this is an alternate universe?" Artemis supposes, eyeing the portrait of Carrie, and the Elements of Unity. "Unity and Harmony, Orion and Carrie..." She doesn't add that she thinks Carrie is kind of cute. For a long-dead thestral, that is. "Maybe we're meant to find people from this world?"

"I dunno ... " Calyx replied. She shivered. "This place is starting to creep me out, though. Like I'm standing in a tomb in a Daring Do novel and the baddies are about to come busting through."

"Don't be such a scaredybug," Artemis replies, rolling her eyes. "But fine, we'll get going." She pockets the device and makes her way toward the main doors, not noticing that had started to get cold.

The device starts to emit a high-pitched whine. "Crap! Is that an alarm?" Calyx hisses. A spectral form darts into the main library. "Come on, let's move before the guards show up!" Calyx forcibly whispers, heading towards the front door.

"It's coming from this!" Artemis holds up the device, which is buzzing and shining bright green. "I'm going to follow it!" She follows the signal toward the library, "Hello? Who's there? Come out, come out, whatever you are!"

"Are you nuts?" Calyx hissed, abandoning the urge to flee and instead folliwng Artemis to the library. She watched as Artemis aimed the device along the wall. The spectral form appeared, taking a slightly pony-ish shape before fading behind a bookcase.

"Hey, wait! Come back!" Artemis shouts at the fleeing shape, sighing as the buzzing dies away. "Rats..."

Calyx went over to the bookcase. She gave it a gentle push, and a section stared to move inward. "Oh no, this is too creepy. Whaddya think, Artie? Go in or go home?"

"Go in," Artemis says confidently. "This place is a haunted manor, of course it has secret passages!" She trots bravely through the hidden doorway.

Calyx sighs. "You're the boss, boss." She follows the dim light of Artemis's horn down the passageway.

* * *

As the pair moved through the hallway, large and heavy doors slammed shut behind them, the noise echoing off the flat walls, making the two explorers freeze in their tracks until they were satisfied that nothing was actively pursuing them. Periodically, the spectral form would appear before them, spurring them on in their chase. The trail ended at the strange box.

The walls were glass, with metal frame supports, and the frames were painted a bright red color. The door to the box was open, revealing an old-fashioned telephone with a touchpad. Three numbers were scratched into the paint near the phone.

"Whoa..." Artemis stares at the old telephone, enraptured, "Look at this! It's ancient! I doubt it even works!" She dials the numbers anyway, then picks up the receiver in her magic. Clearly, she wasn't expecting a trapdoor to open up beneath her hooves.

With an audible creak, the ancient hinges allowed the floor underneath the pair to fall away, sending the two hurtling down a long shaft. They landed on a soft cushion at the very bottom.

The lights flickered on to reveal a massive control room, now layered with dust from years of sitting idle. Ancient scientific equilment sat on workbenches. On the far wall was a map of the whole of Equestria, with little lights illuminating the cities as they stodd hundreds of years ago. Most stunning of all was the giant portrait on the opposite wall. It was of an earth pony, with white fur and a pinkish mane and tail, dressed in a toga-like garment and holding an olive branch with her left forehoof. A strange symbol adorned the toga - a stylized "m" with an extra loop on the end of it.

Artemis walks around, inspecting the ancient technology with a keen eye. "All this could fit into my phone now," she comments, before looking up at the painting, "I wonder who she is... and why is all this hidden away in an old museum?" She frowns a little. "I'm starting to think there was more to my great-grandfather than the official history."

"Looks like somepony didn't do a great job of housekeeping," Calyx said, rifling through a stack of papers marked "AGENT EYES ONLY" and marked with the seal of the lunar princess. Calyx pauses in her reading. "Virgo Shade? I've never heard that name before, what about you?" she asks, going back to reading the document.

"Not ringing any bells," Artemis says, nodding. "Looks like it involves Mooncheeks though..." She reads over Calyx's shoulder, her eyes getting steadily wider, "Wow... mission requirements? Gaps in reality? Codenames? Gadgetry? Was he some kind of secret agent too?!"

"I dunno ... would be kinda cool if he was ... oh hey, here's some photos." Calyx levitated the stack of photos and started flipping through them. The progress slowed as she started to recognize certain things. "I've seen pictures like this before ... this is the old changeling hive, way before the reunification! And look - I read about this dude in school once. The last king of the changelings, Arcturus. He brought the changelings to the brink of war with the ponies. I wonder if this Virgo dude was sent to stop him?"

Calyx gets to the last picture in the stack, and she freezes. "Hey, Artie ... you better take a look at this..." she says with a soft, halting voice.

The picture is a split-frame, with labels "BEFORE" and "AFTER" placed above both parts. The "BEFORE" shows an old pony, wearing a bowtie and fez, the ravages of time evident on his features. The "AFTER" shows a younger version of the pony ... bearing an eerie resemblance to the ghost of Orion that Artemis had spoken with at his gravesite. The bottom of the photo is labeled "FOR MILITARY PURPOSES - AGENT RECOGNITION - VIRGO SHADE"

Artemis feels a shiver creeping down her spine as she stares at the pictures, remembering the ghost she had spoken to. "The last picture... the last king of the changelings... this must have been his last mission before he died! But the history books never mention it, they just say he died peacefully, surrounded by his friends!"

Calyx ponders for a moment. "Could you imagine the backlash against the changelings had news of this leaked out? From what little I read about this, it seems that ol' great-granddad here was having his name dragged through the mud, saying that he only wanted unification to enslave the changeling race! It said those rumors were disproved after Orion's death, but small wonder the changelings would be stoked for war." She pauses. "Come to think of it, I recall reading a little more about an older ruler, Chrysalis, I think her name was. Seems Orion had a hoof in defeating her, too. Musta been a lot of bad blood between Orion and the changeling rulers."

A cold breeze started circulating through the open room, despite the lack of windows or running fans of any kind.

Artemis starts to shiver, "But we're friends now... all that was centuries ago! Why should it matter? In another two hundred years, he'll be long-forgotten!" She looks around, "Why am I so cold?"

Papers started to swirl around in the center of the room as the breeze intensified. A shimmering light appeared, coalescing into the spectral form of an earth pony, with a dark-gray coat. Her mane and tail had been changed to a sickly green color, with holes at various places. Around her midsection was a hard band of chitin, and two gossamer wings buzzed furiously as the pony landed on the floor. "It is as we were told ... the spawn of the Protector has come to aid us," the pony said in an otherworldly voice, as she let her gaze fall directly on Artemis.

"Spawn? Protector? You mean, him?" She holds up the images of Orion, "What happened to you? You look like... well, kinda like me. Half pony, half changeling. What's your name, anyhow? Did you know my great grandfather?"

Settling on her haunches, the ghost pony prepared to spin her tale. "In life, I was called Dusk Runner. I was an earth pony living among the changelings in peace, working with them to improve their society and assist them in one day integrating into life among the ponies. My life was happy, and my changeling friends were many. And then, the dark times came. King Arcturus decreed that all ponies living in changeling lands were to submit to 'restructuring' - we were to become changelings in order to continue to live. Many refused - and paid with their lives. I was taken along with my dearest friend, Sound Wave, and the process was begun, as you can see. While they changed our bodies, we refused to let our minds be broken to Arcturus's whims. So, he sent an expert in re-education to make us see the error of our ways. That expert was called Shade. Shade, in reality, was the Protector, Orion. He shielded us as long as he was able, until his deception was discovered. We were taken away, and our lives were ended on the spot." She stopped, and looked over both Calyx and Artemis. "It is good to see that his dream was finally realized - for both races to live together in harmony."

Artemis frowned deeply, mirroring Orion. "You said the spawn of the Protector has come to aid you... what's going on? Is there a rebel group making more noise?"

"Something more sinister is a-hoof," Dusk replied. "A tear has been opened between two worlds. A world your ancestor discovered, parallel to this one, but subtly different. He has crossed the plane numerous times, as has a traveler from the other world. This travel has weakened the bond keeping the two worlds separate, and a foe has discovered this weakness. He plans to use an army of specters to cross the plane and conquer both worlds. In both worlds, it is said that Unity can mend what was torn, if the legacy of the Bearer will carry the burden. You, Artemis Tenebrae, are that legacy."

Artemis gasps, looking toward Calyx, "It all fits! The Elements of Unity, that picture of Princess Carrie... we have to use them to close the gap and stop the foe, whoever that is!" Then she looks to Dusk Runner again. "What will happen when the gap closes? We'll get to stay home, won't we?"

"My counterpart in the other world can assist you with that," echoed a familiar voice from the hallway. Shimmering into visibility was Princess Luna, her hoofsteps echoing along the stark walls as she approached. Glancing around, she smirked. "It really has been too long since I've visited this place. I should probably dust a bit, too," she said as she swiped a hoof along a dusty tabletop. She stops once she gets close to Artemis and Calyx. "Before you agree to this undertaking, I must caution you that you will see things that will test you to your very core, reveal unpleasantness and secrets that wold be best left undisturbed, all in the name of protecting two worlds from a fate worse than death. And, I regret, you musty do it ... alone." Luna casts a sympathetic glance at Calyx. "Artemis is on a journey of self-discovery, and to do that, she must go by herself." She turns back to Artemis. "Artemis Tenebrae, great-granddaughter of Orion Bronwmane, do you accept the mantle of challenge placed upon you, swearing your bond upon the souls of your ancestors?"

Artemis is quiet for several moments, wondering. On one hoof, she still felt a bit of anger toward her ancestor. But on the other hoof, she could see now how much he sacrificed to protect what he loved. At last, she nods. "I... I accept."

Luna smiles softly, and nods. "Very well. Go now, and rest. You will begin your adventure tomorrow morning. Be at the train station bright and early."

Dusk Runner sighs. "Salvation is at hoof, and we can rest again," she says, fading back into an ethereal cloud before dissipating entirely.

Calyx looks around the room. "Well, that's all nice, but how are we supposed to get out-" A bright flash envelops Artemis and Calyx, and they find themselves outside of the museum.

"-of here ... oh, that's how. C'mon, Artie, let's get you ready." Calyx moves next to Artemis. "You gonna be okay?"

Artemis shrugs, tears in her eyes now. She embraces her changeling friend. "I wish you could come... doing this alone is going to be really hard. I don't know that I can do it."

Calyx hugs her friend tight. "Listen, Artie. You didn't make it to the top of the Bad Seeds by being a wuss. You've survived every challenge that's been thrown at you. Every thing you've ever experienced in your life has built up to this moment. You can do this, filly. And no matter what happens, good or bad, I will always be your friend." She pulls back out of the hug, a sly smile on her face. "But, if you don't ever come back, can I have your stuff?" she says with a laugh.

Artemis laughs, "Yeah, you can have my stuff. You're the best friend a girl could ask for." Smiling, she looks back toward the forest. "Let's get going... early start tomorrow." Wings buzzing, she takes flight.

* * *

In the Beyond, Orion was in the sitting room of the recreation of Shadowfall Manor, curled up on the sofa with a sleeping Raven. The fire burned merrily in the grate, and he had a book floating in his magic, HG Wells' The Time Machine. "It almost feels like I'm alive again... but not quite," he mutters to himself, turning a page.

The fire died down and the lighting in the room dimmed drastically. A low keening wail echoed through the room. "You cannot stop me, no matter who you send against me I will triumph, and you know this," said a disembodied voice.

Orion closes the book as the lights dim. At the voice, he frowns. "Oh stop it, you know you won't. Just because I'm dead doesn't mean I can't engineer a defeat. Not even death can stop a true chessmaster, and I am one of the best." He adjusts his bowtie, "My descendent will stop you. She has my blood in her veins, and I have faith in her abilities." Then he slides off the couch, standing firm. "And as for me? I can see what you're doing. Your army of spectres grows day upon day, and will not end until every last spirit in the Beyond is marching on your orders, but not I." His eyes narrow. "I will not serve you. Not as a soldier, not as a commander, not as anything. And if you know what's good for you, you will leave the rest of my family alone too."

"And what are you gonna do? Kill me?" the voice taunted. "Even you know that's beyond any ability you have in this realm. Oh, make no mistake, you will soon be mine. You, your wife, your darling little foals ... even that goofy wagon-puller you keep around for laughs. All will serve me and my triumph will be complete!" The voice gives a sinister laugh. "And when I finally take possession of your descendent, my victory will be even sweeter. Check, and mate, Mister Chessmaster!" Laughter rang out throughout the room. "I wonder if I can get that moon-butted princess you fawn over in my grasp as well...oh, wouldn't that be delicious!"

"I do not care that I cannot kill you!" Orion shouts, his muzzle curled in a vicious snarl now, "You will be defeated! And if you hurt Luna, I will not be the only pony you will answer to!" He stomps a hoof, "Enough foolishness. I demand you show yourself!"

"But that would ruin all the fun, dear boy. And on top of that, what form should I take? I am all of your enemies, every one of their lives, all combined into one essence. I am everything you've ever fought, and while you may have defeated them individually, you can never hope to defeat them now that they've been unified!" The voice becomes a whisper right next to Orion's ear. "I am the god of this realm, soon to be the god of two worlds. Kneel and beg my mercy now and I may spare your pathetic little soul. Oppose me and feel my full wrath at the time of judgment!"

"I will never kneel," he hisses. "I would rather be obliterated than kneel to you." He stands in front of Raven protectively, "Begone, demon. You are no god, you are merely a liar. A trickster. And your plan will fail!"

"Sticks and stones, Orion. The time is nigh and we shall see who revels in the glory of victory." The voice sighs. "I tried to give you a chance to call off this foolish crusade of your descendent, and yet you stubbornly refuse. Very well then, have it your way. See you at my coronation, slave!" With that, the fire burns brighter and the lights return to their previous levels.

* * *

Morning dawned bright and clear as Artemis stepped up to the train station to await the 7:15 to Canterlot. Her earbuds broadcast classical dubstep from her mp3 player, and every so often she'd check the time on her phone. She looked for all the world like a typical teenage pony and not at all like the savior of an entire civilization. She yawned as she waited, occasionally sipping from a coffee cup.

Pulling in to the station with a burst of steam, the conductor stepped off the train. "All aboard for Canterlot! Leaving in five minutes!" he called out as the throng of ponies stepped aboard to begin their commute. Seeing Artemis approach, the conductor stepped in front of her. "Ma'am, I have orders to escort you to the royal car. Please, follow me." He led her to the railcar at the front of the train. "Just step right this way. Enjoy your trip, Miss Virgo."

Artemis huffs but follows the conductor, simply grunting as she takes a seat in the royal car. She stares out the window as the hustle and bustle of Ponyville falls away into wide, picturesque fields untouched by time, and as the mountains draw closer, she looks up at the snow-capped peaks with something approaching wonder.

"It's really breathtaking, isn't it?" said a voice from behind. Sure enough, Princess Luna was sitting directly behind Artemis, also looking out the window. "I very rarely get to see this view, especially with all that's been happening. So, did you get enough sleep? Got everything packed?"

Artemis nods, gesturing to the bags and cases she carried with her. "Where are we even going? And what am I going to do when I get there? I bet great-grandfather never had to deal with mysterious train journeys."

"We're heading straight to Canterlot Castle, you'll be briefed on what you will need to do, and that's a bet you would surely lose. Now then, " Luna said with a smirk, "did you at least remember to pack the magic screwdriver? You know, that thing you liberated from Orion's bedchamber? And please don't deny that you did it, I stood there and watched."

Artemis blushes guiltily, "Yes, I remembered..." She takes it out and holds it in one of the holes in her hoof. "Will it even work with my kind of magic? I am half changeling, after all."

"Orion had that specially outfitted to work with almost any kind of known magic. Harmony, changeling, chaos ... he wanted a device that would function under different environments. He never could get it to work on wood, though ... would have come in handy during that timberwolf scare." Luna smiled. "You have no idea how happy it made me to see you here this morning. I feared you would have abandoned the quest."

"It's not like I have a choice... I'm the Spawn of the Protector, after all. It's kind of my job." She looks into the moon princess's eyes. "And I have to do it alone, too... I'd feel a lot better if I had Calyx with me. She's my best friend."

"I understand. However, in a journey such as this one, having no outside influences helps make your true potential shine brighter. And while she cannot be with you in body, she remains with you here-" Luna touches her head, "-and here." She touches her heart. "You carry a piece of her always. Use it if you need to."

"Okay." She reaches out and, for the first time, gives Luna a hug. Then she jerks back as the train screeches to a halt, falling on her flank. "Yipe! What is with these old locomotives, anyway? Subways are so much better!"

* * *

Luna and Artemis flew together toward Canterlot castle as clouds, placed by pegasus ponies, blocked the sun from view. "So Princess, what exactly am I going to have to do?" asks Artemis over the wind.

Luna smiled, "I have prepared an obstacle course of sorts for you to complete! It will test both your changeling abilities and your pony instincts, so you will need to be prepared!" The young changeling-pony is guided to an underground testing facility in the former gem caverns. They stand in an antechamber overlooking a large stone maze. "Behold! We have spent many weeks preparing for this day. Enter through that door, please, we will remain in contact with you over the intercom."

Artemis steps through the door, which shuts behind her. A single spotlight shines down from the ceiling, illuminating where she stands. Nothing else is visible in the room. "Okay, I'm not sure this is entirely what I signed up for," Artemis said, her voice echoing off the walls.

A cold chill swept through the room, and Artemis could swear she heard somepony ... or some thing ... laughing. Artemis gulps at the sound of the cold, cruel laughter and looks around, baring her teeth. "Who's there? Luna? Is it you?"

A whispering voice floated around Artemis's ear. "We'll meet soon enough ... try to stop me." As quickly as it arrived, the chill vanished.

Artemis shivered. "Um, Princess? Can we get this started already? I've got a serious case of the creeps now."

"Right away!" A door opens, and Artemis is presented with a small obstacle course. "Your task is to shapeshift into whichever form you need to complete the tasks in front of you, be it pony, griffon, or something else. The challenge will be timed. You have thirty minutes." A clock appears on the ceiling, and begins counting down.

Artemis walks a short distance into the course and is immediately greeted with a plow and a harness. A note attached to the harness reads, "Plow two furrows." "Seems easy enough," Artemis says, changing into an earth pony form and slipping the harness over her. Giving a pull the plow slides easy enough and the first row is done in a short time. Partway through the second row, the plow is jerked to a stop. Looking to see what was halting her progress, Artemis is greeted by the spectral sight of a large earth pony stallion. His coat is a faded red color, his hair shock white, his eye sockets dark and sunken. The ghostly image of a green apple adorns his flank. One hoof rests on the plow, and an eerie, taunting "Nnnnnnnnope" is the only thing spoken before the apparition fades, sending Artemis sprawling to the ground. Grimacing, she dusts herself off as she stands, and finishes the job. Twenty minutes remain.

The second challenge consisted of a whirling tornado with a small pond nearby. A sign reads, "Dissipate the tornado without emptying the pond." Suddenly however, the ghostly form of a blue pegasus pony with a rainbow mane and tail appeared, smirking. "Betcha can't beat the fastest cloud-clearer in all Equestria, can ya, bug-girl?"

Morphing into a pegasus form, Artemis locked her gaze upon the rainbow-hued ghost. "Try and stop me," she said, launching herself toward the twister, flying opposite the direction the winds were spinning. Straining against the winds, she felt herself being hit from below as a multicolored streak shot skyward. "Gotta do better than that, slow-mo!" the ghost said, making the winds spin even faster, sending Artemis off-course and spiraling around.

A yellow pegasus with a pink mane and tail appeared, quietly cheering "Yaaaay! Go Artemis!" before being silenced with a contemptuous glare by the rainbow mare. A grey pegasus with bubbles on her flank appeared next, and began tossing muffins at Artemis as she flew. "Eat up, they'll boost your strength!"

"Looks like I'll need more wingpower," Artemis thought to herself. Changing into a dragon with quite the impressive wingspan, she gave a few mighty flaps of her wings, regaining her control and slowing the winds drastically, fanning the ghostly pegasi away with each wingflap. Landing on the ground, she changed back to her normal self. Eleven minutes remain.

The third challenge involves unicorn magic. "Rescue the falling earth pony from an untimely demise," reads the sign. Above is the form of a purple earth mare with black and purple mane and tail. Below, a pit of flame. At precisely 11:00, a grey unicorn stallion with floppy hair, a tweed jacket, and a red bowtie appears. It was Orion! He spots the challenge description, sighs, and says "That entity has a wicked sense of humor… do what I couldn't do, and save her life!" he intones, giving her an encouraging smile before dispersing.

As the apparition winks out, the mare starts falling, screaming on her way down. Artemis quickly changes into unicorn form and attempts to grab the falling mare in a magic bubble. This might have worked if her horn hadn't fizzled out partway through the spell. The image of a changeling queen appeared before Artemis, blocking her spell with one of her own. "And why would you bother saving that scrawny little pony anyway? She's hardly a meal for either of us. You could let her go, forget this silly exercise in futility, and join us to know your true destiny..."

Artemis shivers, staring up at the changeling queen. Surely this was the one Orion had known, so long ago. The Artemis of a week ago would have said yes. But Artemis, whether she knew it or not, had changed. She shakes her head, "I'm not joining you... I don't care about the changelings! I'm new! I am a pony and a changeling! I can be part of both worlds! That's my true destiny!" She gallops through the image and tries to save the mare again, this time with a timeshifting spell to slow her fall.

The ghostly changeling queen vanishes and this time the spell works. Time slows enough to slow the mare's descent, allowing Artemis to grab her with a magic bubble and return her to solid ground. Once the mare's hooves were firmly planted on the ground, Artemis canceled all of the spells and time began to move normally once again. The clock stopped at the fifteen-second mark. The mare wrapped her hooves around Artemis and gave her a hug. "I wish we could have known each other," the mare said before winking away. Artemis wondered what that meant, and who exactly that mare was.

Suddenly however, the room began to shake as a vengeful god discovered that its plan had been foiled, or at least part of it. Luna appears in a flash of light, wearing the armor she had worn as Nightmare Moon. Her mane and tail roil as she speaks quickly to Artemis. "Your accomplishments in this challenge were admirable, but time grows short! Our enemy's army is preparing to march, and both realities are beginning to collapse! You must meet with your other self, and reunite the lost Elements!"

"Wait - what 'other self'? And where did you get that kickin' outfit?" Artemis asked, appraising Luna in her armor. "And what's this about elements? Wait, does this have anything to do with that picture in the museum?"

"My dear Artemis, it has everything to do with it! Now go, the fate of two Equestrias hangs in the balance!" She disappears, and takes Artemis with her.

They reappear back in Ponyville, more specifically the museum. Ponies are in a panic as the clouds, uncontrollable by pegasi, roil and move about much too fast. Lightning flashes, rain falls, even a few flakes of snow are seen. Ghosts of angry spirits storm down from the skies, and flickers of other ponies with bat wings on their sides come in and out of view. One in particular looks just like Artemis, if Artemis were male.

The Artemis-like stallion lands near to the library and runs inside. "Princess Luna! Our Princess received your message and we're doing all we can on our end. I fear our defenses won't last very much longer, but we-" He stops mid-sentence, and gazes at Artemis. "Is this the one of which you spoke?" he asks.

"It is she, Perseus. This is Artemis Tenebrae, great-granddaughter of Orion, just as you are the great-grandson of Princess Carrie."

Artemis stares, enraptured, "Is it weird if I say that you're kind of attractive?"

Perseus grins. "You're not so bad yourself. We can chat later, we need to seal this rift. Come with me, our Luna wishes to speak to you as well." He studies Artemis. "It would help if you had wings, there is no access from the ground anymore. Whatever it is that's doing this blocked every entrance."

Artemis grins at that and transforms into her true form, "Gotcha covered, bug-boy! Take me to your leader!"

"Swift travels, Artemis! We bid you well on your quest!" Luna called out after them before turning her attention back to repelling the hordes of specters threatening her subjects.

* * *

In the realm of the undead, turmoil reigns supreme as the spirits of those long departed are conscripted into an unholy army, being compelled against their will but being unable to ward off the powerful enchantment that presses them into servitude of the controlling entity. The entity still cannot turn a small group of ponies, led by one Orion Shadow and currently holed up in the otherworldly replica of Shadowfall Manor.

"Be reasonable, Orion. Sure, she passed the trials, but she stands no chance against my minions ... or myself! Let's just end this silly stalemate now and join me in my triumph. I promise to go easy on you if you cooperate."

"Who are you to talk of reasonableness?!" shouts Orion, standing firm in his sitting room, his family gathered around him. "Your minions are nothing more than my friends, warped and corrupted by your own doing! She passed the trials, and she will be victorious! Evil beings like you have never understood the concept of friendship and the power it holds, and you never will!"

"You have no idea of true power, and you never will, as long as you resist me," the entity said, its presence filling the room yet never manifesting itself. "Allow me to show you what true power can do towards getting things to turn your way."

A bolt of pure energy struck a gray-colored earth pony, who screamed as the bolt tore into his very core. "Orion! The wards ... they're breaking down! I can't ... oh, it hurts! Please, make it stop!" the pony cried, his battered cowboy hat dropping to the floor. The pony was now clutching at his head with his hooves, trying to resist the attempt to turn him against his friends and to the entity's side.

Orion stares, horrorstruck, at the sight of his best friend undergoing unspeakable agony as the entity attempts to control him. Horn flaring brighter than ever, he rises up onto his hind legs, his eyes glowing blue-white as he calls upon the power of love and friendship given to him over the centuries. "HARM THIS PONY, AND I WILL PERSONALLY BLOW YOU BACK TO THE DEPTHS OF TARTARUS ITSELF, DEMON!" he exclaims, power radiating from him. "YOUR POWER MEANS NOTHING!" He claps his hooves, blue flame flying toward the entity and wrapping around it like a cage, cutting Longhaul free from its grip. Orion drops back onto his hooves and gives Longhaul his hat back, "You dropped this, by the way."

Longhaul smiles up at Orion. "Thanks, buddy. He almost had me that time. Be careful, Orion, he's getting stronger. He has designs on controlling more than the dead, from what I was able to see."

The entity recoiled at Orin's blast but remained defiant. "We will weaken you eventually, Orion. When we do, we promise you that your torment will be quite painful ... both in spirit and mind." Laughter rang throughout the hall, sending chills through those gathered. Even though they were dead, they were quite frightened.

Orion stands tall despite his fear, calling down to Luna. "Your move, old friend! We've done what we can up here, it's down to Artemis and Perseus now!"

"The wheels are in motion, dear Orion! Let us hope they turn on our favor!" Luna calls back.

Artemis and Perseus set down in the castle in Perseus's world. "Welcome to Canterlot," he said, "and allow me to present Her Highness, Princess Luna." He bowed as Luna2 approached, and Artemis was struck at the similarities between this princess and the one she knew. Quickly, she did a short bow. "Princess Luna, I heard you needed my assistance. What is it you wish me to do?"

Luna2 smiles thinly, "As you can see, chaos is rampaging across both Equestrias, and the spirit army is preparing to bear down and kill us all, if not more. Your task is to gather the Elements of Unity, which I understand are currently on display in Shadowfall Manor. Collect them, and allow them to bond with each of you. Their powers will undo the damage that has already been caused, but at a price: our worlds will be sealed from each other forevermore. You will not pass into this world, and we cannot pass into yours. Be further warned: reports indicate the entity is manipulating the museum itself. History is now both your ally and your enemy."

Artemis nods. "I guess we'd better cross back over. I know a few ways in, so we won't be detected." She smiled a little. "I wish I knew what great-granddad used to say before starting one of his adventures. Oh well .. let's go save the world. Both of them." She and Perseus depart the castle and return to Artemis's world.

Standing outside the manor, Perseus looks up at the structure. "Wow ... almost like Great-Grandma Carrie's, except she did a little different painting scheme." He studies the walls, and makes a face. "I don't like the color..."

"Yeah, great-grandpa Orion was always obsessed with that particular shade of blue... no idea why." She steps up toward the sign and points, "Mirrorverse... this is where the Elements are kept." And she makes her way down the hall. The entity however, infuriated and even more powerful than ever, decides to manifest in the form of Lager Hops and Onyx, two more of Orion's old rogues.

"Well well well, if it isn't the halfling," Onyx says, spitting angrily. "Neither a full pony, nor a full changeling. Disgusting, really. Wouldn't you agree, Lager?"

"Yes, and so subservient to that princess. Really, we had much higher hopes than that," Lager replied with a sneer. "Well, no matter. For, you see, you and pretty boy here aren't going any further."

"Indeed," Onyx piped up. "In fact, since you're practically family and all, I'm going to give you one chance to redeem yourself. Oh, you were quite the roughneck, weren't you? Leader of a powerful street gang, little to care about and nothing to lose ... so, show me how worthy you are to be part of the changeling race. Drain ponyboy there dry, know what it feels like to taste the true essence of life, and show me just how much hate remains in your dark little heart for dear old great-grandpa. Do that, and I might even let you live, much less join us in our quest."

Artemis rolls her eyes and growls, standing protectively in front of Perseus, "I'm not draining him!" she shouts. "Honestly, what part of 'I don't care about the changelings' do you idiots not understand?" She buzzes her wings and indicates for Perseus to do the same, "We're flying over you numbskulls. Buzz off!" And she flies as fast as she can toward the display case.

Popping into existence in front of the display case, Arcturus made himself into a formidable barricade. "Ponies are food, not mates. You are an abomination to both races, Artemis." Onyx and Lager closed the path behind them, while Chrysalis hovered in the air to prevent any aerial escape maneuvers. "Abominations must be purged to keep the bloodlines clean. I will take great pleasure in performing this task, much as I took great delight in the destruction of Orion." The three figures on the ground started to advance on Perseus ad Artemis, while Chrysalis above them charged her horn.

Artemis snarls as Arcturus stands in front of the display case and charges her own horn. "This is for great-grandfather!" she shouts, lifting Arcturus into the air bodily with her magic and throwing him right into the glass of the case, shattering it. "Perseus! Get the Elements!"

Perseus ran forward toward the case, only to be stopped by Arcturus, who had recovered enough to grab the pony as he ran past. Onyx and Lager advanced on Artemis, while Chrysalis kept her in check with a series of blasts around her hooves.

Perseus morphed into a large earth pony stallion and lashed out at Arcturus with his hooves, sending Arcturus sprawling into a display case of bits from the other universe. Converting quickly into a unicorn, he grasped the Elements in a magical field. "Got 'em!" he called to Artemis.

Artemis grins and grabs the ones representing justice, truth, and love. The other three are openness, magic, and fairness. "This game has gone on for far too long!" she yells, voice echoing throughout the building as the power in the Elements begin to take hold. She and Perseus rise into the air, hooves linked. "With this final standoff, we end the melding of two worlds, destroy an army of ghosts, and allow those ghosts to finally rest in peace! I, Artemis Tenebrae, descendent of Orion Shadow, now accept my position as protector of Equestria, and I hereby send you to a prison you can never escape!" With that the powers of unity combine, and a rainbow is formed, rocketing down toward Chrysalis, Arcturus, Onyx, and Lager.

The four screamed as the rainbow wave rained down upon them, ripping their spectral bodies apart and banishing their very essence to the depths of Tartarus. Outside the manor, and throughout Equestria, the souls of the dead were released from their bonds and returned to the plane of the departed.

Perseus, seeing the rift between their worlds closing, put on a burst of speed and jumped through as the fissure was sealing itself! "Farewell, Artemis! You did it!" he cried as the rift closed for the final time.

Artemis collapsed on the floor of the manor, exhausted. What she hadn't noticed during the battle was the strange sensation on her flanks, and it wasn't until she noticed a faint glint that hadn't been there before, that she turned to gaze upon what had appeared - a shield, with the emblems of the sun and moon, in front of which was a clock. Artemis had finally earned her cutie mark.

The cutecenera was held, of all places, in a cemetery. More to the point, the cemetery where Orion and Raven were buried. They, along with their friends and all of Artemis' friends, were in attendance. The party was going on in full swing, with dancing, music, and more food than anypony knew what to do with, when a spectral grey hoof tapped Artemis lightly on the shoulder. It was Orion, and he was smiling. "Mind if we have a word?"

"Oh ... certainly." Artemis walked with Orion away from the main gathering, toward a small gazebo. Artemis sat down on the bench swing suspended from the rafters. "I suppose I should apologize for being such a screw-up before all of this happened," she said once Orion had made himself as comfortable as a ghost can get.

"Apology accepted," Orion says with a smile, looking calm on another bench. "Believe it or not, you've grown and matured very quickly for a mare your age. And the emblem on your flank is proof of it." He adjusts his glasses, "I'm very proud of you, Artemis. Not only have you inherited my legacy, you are my equal, and perhaps someday, you will become my superior."

"Oh yeah, no pressure," Artemis said, rolling her eyes. She grinned. "I guess I have a lot of learning to do ... about you, about Equestria ... but one thing I want to ask you: If you had your life to live all over again, would you have done anything differently?"

Orion pretends to look thoughtful about that for three seconds, before laughing and shaking his head. "Not in the least. Even your great-grandmother's death, painful as it was, helped spur me on to greater heights." Then he thinks about something. "And when this is done, go ask Calyx on a date. Trust me, the pair of you need it!"

Artemis blushes. "So...you knew about that, huh? Well, I can ask her but I don't know if she wants to be around a goody-goody such as myself..." She giggles. "I will ask her, I promise. And ... thank you, great-grandpa. Thank you for helping me find a purpose to my life, and for helping me find the true me, not what I saw as me."

"You're most welcome," he says, kissing Artemis on the forehead. "And you know where to find me if you need my advice again." That said, he lifts into the air and floats back toward the party, leaving behind a scrap of paper with one word printed on it: "Geronimo."

Artemis picked up the paper, and after reading it, got a confused look on her face. "Hm. Why did I have 'Allons-y' stuck in my head?" She shrugged, and after tucking the paper away safely, went back to the party with her friends.

**Notes for the Chapter:**

> In this story we move forwards about two thousand years, to the point that Equestria has evolved to a technological level roughly on par with 21st century Earth, though it’s not a total shift. I like Artemis because, while she is descended from Orion, she’s got a lot of the rebellious streak Raven showed. Positioning her as the reluctant inheritor of his legacy gives her an opportunity for growth, and I think we explored that well. That she is the physical embodiment of the peace between ponies and changelings he died to save is an added bonus.
> 
> To come to grips with her role though, there’s really no better way to express it than by having her fight Orion’s old ghosts, literally. We never name the entity that conjures them, but it’s my personal belief that Artemis was only ever fighting a very realistic illusion, rather than the spirits of Chrysalis and the others.


	6. Crystalline Shadows

**Summary for the Chapter:**

> Artemis' second adventure takes her to the Crystal Empire, where she must deal with the rebirth of King Sombra.

It's midnight in the Crystal Empire. A cloaked unicorn pony makes his way from a small hut on the very edge of town toward the castle, crawling so as to not be detected. He darts through a window and makes his way to the basement, wary of any guards.

Deep in the dungeons, a red-grey horn rests on the floor, dusty with centuries. It has lain here for 200 years, forgotten by everypony. The unicorn approaches, and removes his hood: he has purple fur, with a close-cropped black mane. He takes the horn into his hooves and smiles as it binds with him, finding a kindred spirit at last. "My time has come," he murmurs.

Princess Luna stumbles wearily toward the main chamber of Canterlot Castle.  Urgent request from Princess Celestia, the guard had announced.  She stifled a yawn as she plodded forward, down the great halls of the castle.  She was sure that the guard would recover from his injuries -- after all, part of the guard training regimen dealt with being flung great distances.  Besides, guards should know better than to disturb a sleeping alicorn princess by yelling at full volume.

Muttering to herself, Luna pondered the potential problems putting ponies in peril.  This had better be something dire, she thought.  Somepony better be dying, or so help me, I'll see that such an event occurs.  She entered the throne room and saw Celestia sitting atop the raised pedestal that held both their thrones.  "Sister, what is so important that you have summoned me from my slumbers?" Luna asked, in a weary but stern tone.

"I have just received a message from the Crystal Empire."  Celestia passes Luna the scroll.  "Somepony has found Sombra's horn."  She also passes over a newspaper, the headlines screaming, "HORN HEIST!  PERPLEXED PONIES IN PERIL! CAN CANTERLOT CURTAIL CRIMINAL CRETIN?"

Luna sighs. "Somepony in The Manehattan Times enjoys alliteration a little too much." Her sleep deprived mind doesn't quite register her sister's words, nor the headline, at least until her faithful possum, Tiberius, skitters in with her mug of coffee. She takes the mug, sips, then reads the headline again, and spits hot coffee all over the crossword puzzle. "...But... but how?! Sister, surely this must be a prank! A hoax! A trick! We refuse to believe this madness!" She flings the paper across the room. "That shard hath lain dormant for time out of mind... who wouldst be so foolish as to go searching for it?!"

Celestia sighs and uses her magic to remove the coffee from her pelt.  "I do not know.  But, whomever it is, they possess an object that could bring about our ruin.  That horn was still infused with Sombra's magic, and possibly some of Sombra's life essence as well.  Since Sombra's destruction, it has been dormant.  I shudder to think what would happen should Sombra be allowed to return."

"World-ending chaos and destruction, the likes of which not even Discord couldst bring himself to approve of!" Luna supposes. "Thou knowest as well as we that he wouldst stop at nothing to dispose of us both. We cannot allow this threat to go unfought, sister!"

"I do not intend to let this pass," Celestia said, "but who do we send to battle this menace?  The one pony we could rely on has been dead for many years now."  Her eyes wandered over to the portrait of  Orion, occupying the second-most prominent place in the Hall of Heroes, right below the Elements of Harmony.  "If he were here, he'd have this wrapped up and be home in time for tea.  Now, I don't know who we could ask to undertake such a monumental task."

Luna smiles. "We are glad thou asked, sister. Some moons ago, a dark entity took control of the realm of the dead, creating an army that marched upon Ponyville. All Equestria may hath been crushed beneath its might were it not for the timely intervention of our dear Orion's progeny, Artemis." She finishes her coffee. "Come, Tiberius! Let us not dilly dally any longer, Ponyville awaits!"

* * *

Ponyville, thanks to time and the influence of having a real-life, honest-to-Celestia princess of its own dwelling therein, had blossomed into a major metropolis while still retaining its small-town charms.  New and old ways mingled almost seamlessly as all types of pony went about their business.  Luna looked down at the bustling city and smiled a little bit, then banked off toward the Everfree Forest.

Deep in the forest, in a renovated former zebra hut, Artemis sat with her head in her hooves, sighing deeply as Gemini, her griffon comrade, munched on a treat from a box of donuts.  Several more boxes sat nearby.  "But Artemis, I did do a good thing!  if I hadn't stolen those donuts, somepony could have gotten fat!  Why, I might even be a lifesaver!"  Gemini licked some jelly from her beak and grinned.

Artemis sighed, her insectile wings buzzing softly as she did, and spoke in a multilayered voice that all changelings had, even changeling-pony hybrids like herself. "Gem, we're tryin' not ta steal stuff anymore, remember?" she said at last, as if explaining to a young filly what color the sky was. "We're not bad anymore! Or at least, we're tryin' not ta be..." She peers through one of the holes in her hooves and sighs again. "I'm goin' ta go talk to great grandpa Orion... be back!" She buzzes out the door and toward the treetops, looking unhappy.

Luna catches sight of Artemis and banks to catch up with her.  "Artemis!" Luna calls out. "We must speak with thee!  It is most urgent!"

Artemis gasps, and frowns, "It must be! You only lapse into Olde Equestrian when something bad happens!" She adjusts her flight path to keep up with Luna. "What's the haps? I was just on my way to the tomb."

"That would be the perfect place to speak, we may need Orion's guidance on this!"  The pair glided toward the rear of the Shadowfall Manor Museum, landing in the restricted area occupied by the graves of Orion and Raven Brownmane.  Luna's horn lit up once she and Artemis had landed.  "Orion, I summon thee for a matter of grave importance!" Luna called out.  

It wasn't long before Orion's ghostly form materialized, holding a spectral cup of tea. “Did you have to say grave importance?" he asks rhetorically, sipping from his tea. "I -am- already there, after all. Nevertheless, what seems to be the problem?"

"Orion, Sombra's horn has been stolen from its resting place in the Crystal Empire," Luna said, not wasting any time.  "We were made aware of how the criminal got in, yet there's no signs of how they left.  If we do not recover that horn, the consequences could be dire for the whole of Equestria, perhaps even the entire planet!"  Luna turned to Artemis.  "This is why I have come to find you.  We need your help to recover this missing and very dangerous artifact."

"And stop the pony who has it from taking over the world," Orion adds. "You're a smart cookie, Artemis, I know you can do it." He looks back to Luna. "Somewhere you'll find my private book collection, the Crystal Empire volumes are on the C shelf. There should be some things in there that can help."

Luna nods.  "I believe I know of which books you speak.  Artemis, you may bring whichever .. helpers you wish to aid you.  I will not sugar-coat things this will be a dangerous mission.  With that in mind, I ask you: Will you assist us in recovering Sombra's horn and returning it safely?"

"Absolutely," says Artemis without hesitation. She looks meaningfully at her cutie mark: a blue shield with a sun, moon, and clock in the middle. "I have a reputation to uphold."

"I would have expected no less from a descendent of Orion," Luna says, as ghostly Orion paws bashfully at the ground. "Your train will leave early tomorrow morning for the Crystal Empire.  I will have the books and other supplies you need waiting at the station for you.  I would encourage you and your friends to get some sleep, it may be a while before you get true rest again."

The next morning, Artemis, Icewing, and Calyx stood bleary-eyed at the station, awaiting the train that would take them northward.  "Ugh, remind me again why mornings have to start so early?" Calyx mumbles, half-asleep.

"Because Luna's sister is an early riser," Artemis grumbles, sipping her coffee. "Never been that far north before... how about you two?"

"Nope," Icewing said, shaking his head.  "Only seen pictures of the place."

"No changelings have ever been that far north," Calyx said.  "At least, as far as I know.  My history is rusty at best."

“I guess we'll be the first," Artemis says, glancing at Calyx. "If it gets too cold we can always transform."

“Yeah, I guess that's an option," Calyx replied.  She looked down the track.  "Oh good, our transportation has arrived."

On board the train, the group read the books Luna provided, studied diagrams of the place where the horn  was stored, and napped until the train rumbled in to the Crystal Empire station.  "I'm here to serve as your transportation," a crystal earth pony said to the three.  "You can call me Express.  Where would you like to go first?"

"The palace, maybe?" Artemis says, looking to her two companions. "What do you think, guys?"

Icewing nods.  "Yeah, let's get a first-hoof look at the joint.  Maybe there's something the initial investigators missed."  Calyx nods in agreement.

* * *

"And they just left it sitting in here, with nopony around to keep an eye on things?" Calyx said in disbelief, looking around at the dungeon.  "No wonder the thief had such an easy escape.  My blind grandmother could have stolen it and had plenty of time for a getaway."

"I know, it's so weird! You'd think a magical artifact that powerful would have a huge bunch of guards around it," Artemis agrees. "But I guess they thought no one would find it."

"Or nopony would want to come looking for it," Calyx said, tapping at the walls and floors with her hoof.  She stopped when she heard a hollow sound.  "Think I found something," she announced.  The others gathered around.  Using her magic, Artemis lifted the stone where the hollow noise was heard.  It revealed a tunnel.  Artemis cleared a few more stones until a decent-sized hole was revealed.  "Guess we'd better see how far it goes," Artemis said.

"Agreed," Icewing says. The trio begin the long walk, with the two changelings using their horns to provide light.

"Makes sense for an escape route," Calyx observed.  "Thief would have had plenty of time to reset the stones and cover their tracks.  But, I wonder where this tunnel come from in the first place?"

"Books said there was only one escape from the dungeon, and that escapee was put there by Sombra himself.  Defiant little crystal unicorn.  Dug for six months before finally breaking free and nopony but Sombra knew of the existence of ... uh oh," Artemis said, realization crossing her features.

Icewing frowns. "Let me see if I follow you... does that mean the escapee and that thief are the same pony?" he asks, looking for clarification.

"Artemis, are you saying what I think you're saying?" Calyx asked, worried.

"I'm afraid so.  Let's get to the hotel, I'll explain it there.   And let's hurry," Artemis said, leading the retreat back to the tunnel entrance.

* * *

"Sombra and the escapee were the only ones that knew about the tunnel, and we only know Sombra knew from his writings discovered after his destruction by Princess Cadance," Artemis explained as the group huddled around a table in their hotel room.  "The escapee is long gone, dead for ages uncounted.  So, if the escapee didn't tell the thief about the tunnel ... then Sombra did."

"So our little thief must've found the books Sombra left behind," Icewing supposes. "And decided to go looking for them."

"Worse than that.  Luna said it was possible some of Sombra's essence remained in that horn.  Now, what if the thief was linked to that horn somehow?  They'd have all of Sombra's memories ... and powers."  Artemis shivered.  She paged through one of the volumes of the books on the Crystal Empire.  "If Sombra discovered the tunnel, he might have discovered the escapee's hideout as well.  It was rumored that the unicorn made it to the mountain range, that might be the best place to look ... let's see ... yes!  Here!"  She points a hoof at an old diagram of the Crystal Mountains, with a large "X" over one of the smaller peaks.  "They found a part of this mountain had been hollowed out.  That's where the unicorn hid!"

"Then we have to go get him!" Calyx says, her wings buzzing furiously. "And stop him before it's too late!"

Artemis motioned to the window, where the sun was making its nightly descent.  "Our thief isn't going anywhere, and neither are we, until morning.  We'll head out at first light, and we'll take the special supplies Luna provided.  For now, let's get some rest."

* * *

Midnight in the Crystal Empire. The same thief responsible for stealing Sombra's horn now steps into the moonlight streaming through a window in his hideout. He has transformed, now a cross between his normal self and that of Sombra. He begins a few simple test spells: the creation of some dark crystals, ice manipulation, and last of all, walls of dark fire. "I am Sombra," hisses the pony. "And I am reborn!"

Sleep does not come easily to Artemis.  For the better part of two hours she tossed and turned, thoughts about what she had read about Sombra's horn and the potential for the downfall of Equestria playing vivid images in her brain.  She took a deep breath and slowly exhaled, closing her eyes.  "Luna, Orion ... if either of you can hear me, I'm gonna need some help.  And quickly."  She allows exhaustion to take her and drifts off to sleep.

In the realm of the dead, Orion and Raven are sitting together in Shadowfall's sitting room, conversing quietly when Artemis' whispered wish fills the air. Orion looks up, surprised. "Things must not be going smoothly down below, my love," he says. "But what can I do? I'm only a ghost!"

Raven takes a sip of tea -- no point denying one the finer things now that one is dead, is there? -- and smiles at her husband.   "Orion, you're a ghost. What can't you do?"  She pauses a moment.  "Okay, aside from that entire 'physically manifest into a solid form' thing, but you can still offer guidance, maybe a fresh way of looking at things."

After a knock on the door, it opens and Luna steps inside.  "Forgive the intrusion, but I presume Orion heard the supplications from his descendent.  She is entering the dream realm.  We must go quickly."

"Quite right!" He gives Raven a quick hug and a kiss, "I'll be back, darling. Promise." Then he and Luna make their way out.

Artemis opens her eyes to find herself standing in a strange room, the likes of which she had never seen before.  "Um ... hello?  Is anypony there?  Is anyling there?"  she calls out.  Her words echo through the seemingly empty space.  She turns and takes in the full spectrum of the room.  "Whoa... if this is a dream, I really need to watch what I eat before bedtime."

“I see you've found my mind palace," Orion says, trotting in through the police-box doors on the other side of the room with Luna following along behind. "My inner sanctum... where I go whenever I need a place to think, unburdened by distractions." He pulls a lever, and a soft wheezing fills the air. Another button press, and the doors swing open of their own accord, revealing the depths of space. Below is Equestria. "And because you're my descendent, it has passed into your hooves. Change it however you like." He goes over to one of the staircases and sits down on a lower step, patting one side so Artemis can join him. "How goes the quest? You mentioned help?"

"I need help because I don't know if we're gonna be able to do this," Artemis sighed, sitting next to Orion.  "I mean, fusing one's self with Sombra's horn, from what I've read, takes quite a bit of magical energy, which would make it safe to assume that the spell could easily be broken.  But, one of the books I've read says that a descendent of Sombra would have an easier time of the fusion.  If that's the case, how do we stop such a greater power with our little gang of misfits?"  She gets up and paces the walkway around the center console.  "Sombra's strength is greater than all three of us combined. If the transformation happens, if it hasn't already, how do we defeat such a powerful foe?"

"Turn Sombra's power against him, perhaps... or more accurately, play at his own game." Orion gets to his own hooves and paces in the opposite direction around the console. "I'm a ghost... but I can't manifest in a solid body. And even if I could, all that's left of me is dust. Unless..." He brings over one of the monitors and types hurriedly into the keyboard of a typewriter. "Let's see... possession..."

Luna peers over Orion's shoulder as he types.  "What is it you intend to do, Orion?" she asks, "and wh--  wait, do you wish to inhabit Artemis's body, as Sombra's essence could inhabit the thief?"

"Wait a minute."  Artemis stops her pacing and trots over to Orion and Luna.  "Are you saying you want to put yourself into my body?"

Orion looks scandalized. "Artemis? Certainly not. Our magics are simply too different to coexist. Besides, this is your battle, not mine." He looks over at Luna. "You were half-right. I want to possess somepony, just not my granddaughter. And they -must- be willing to do this, I refuse to force myself into a living creature's body. It has to be someone who is trained to deal with the strange and unpredictable, someone who would give their lives to protect the realm, as I did. Have any ideas?"

"I could think of several such ponies," Luna said, "but it would take too long to prepare them for such an undertaking as you are proposing."  She thinks for a moment.  "Surely you're not suggesting..." She moves her hoof rapidly, pointing between Orion and herself.

Artemis, slightly relieved to hear she won't be the subject of Orion's scheme, starts to ponder Orion's words.  "Use his powers against him ... play his own game ... how could that ... "  She begins pacing as she thinks. muttering to herself ass she circles the platform, sounding out plans.

"Again, no," he says, shaking his head. "I like you Luna, but not enough to become an alicorn princess for an hour or so. Besides, Sombra might expect that. We need to do the unexpected." He adjusts his bowtie. "Who is your highest-ranking member of the Night Guard?"

"You mean Major Pain-in-my-flank?  The one that devoted his entire career to seeing me locked away in the dungeons?" Artemis asked, surprised.  "You think he'd be willing to help out once he hears who it is he'd be working with?"

"Major Ebony Inkwell is the finest and most capable of my officers," Luna explained, "and is actually quite pleased that you have reformed your ways, dear Artemis.  I have no doubt he would be the correct choice for this mission."

"Excellent!" He claps his hooves. "Now we're getting somewhere! Luna, meet me at the house later, and bring him with you. Artemis, if Sombra tries to attack you, hold him back as long as possible. The four of us can defeat him together." Then he wraps his forelegs around the half-changeling in a hug, kissing her forehead. "I believe in you, dear mare. Always."

Artemis hugs back, something she could only do in a dream.  "Thank you."  She feels the room start to shift and fade.  "Looks like it's about time to get up.  See you soon, I hope."  she releases Orion and the world fades into blackness...

Artemis awoke with a start.  She looked around to see Calyx staring at her worriedly.  "Hey you all right?" Calyx asked.  "Looked like you were having a bad dream."

"Nope, best dream ever. Come on, we need to hit the books.  We can order room service for breakfast.  I got some ideas."

Calyx grins, baring her fangs, and pecks Artemis on the cheek. "I love it when you say that," she purrs.

* * *

Meanwhile, the Raven and Orion Shadow Historical Museum is just opening for business. Ponies and changelings and griffons of all colors mill about, collecting their tickets and waiting for the doors to open.

Standing at the gravesite of Orion Shadow are Princess Luna and Major Inkwell.  Luna intones an ancient summoning spell as the Night Guard leader looks around nervously.  "Still gotta be better than that parasprite invasion in Whinnyapolis," he says softly to himself.

"Oh relax, I'm certainly better than parasprites," Orion says, as he manifests into his spectral form. He salutes the guardspony immediately. "Major Inkwell, I am Sir Orion Shadow, former protector of the realm. And Artemis' many-times-over great grandfather. Good to meet you!" He smiles brightly. "I'd shake your hoof, but... well, you know how it goes with ghosts."

"It's a pleasure to meet such an esteemed pony such as yourself, sir," Inkwell says, saluting.  "My regret is it couldn't have happened while you were alive."  He drops his salute.  "Her Highness has briefed me on the mission, and while I have had ... issues with your descendent, I am happy to see she has turned onto a better path and will not let past actions colour my feelings."

"Good stallion! I knew I could rely on you!" Orion nods approvingly. "We'll get along just fine! I hope you don't mind dressing like a geography professor."

"He calls it his battle uniform," adds Raven, appearing beside him. "He likes to adjust his bowtie. A lot."

"Because they're cool!" says Orion in mild exasperation. "Besides, we both know you find it cute."

"I am prepared to do whatever is necessary, sir," Inkwell replied, seemingly uncomfortable at the dead couple bickering in front of him.  "My main concern is the protection of Equestria."

"And that devotion to duty is why I picked you for this mission, Major," Luna said, smiling.  "We don't have much time, I suggest we proceed."

Raven nods. "That's good. Trust me, he's kind of eccentric. And not all of it came from spending all those years with Luna."

Orion sighs, "Later, sweetie, when I get back." He looks back to Luna. "How exactly is this going to work? Do I just fly at him? Cast a spell with him?"

"I will be in control of the procedure.  Major, light your horn."  Inkwell does so.  Luna's horn lights as well, glowing brighter.  Her eyes turn bright white, the pupils and irises no longer visible.  A tendril of magic touches the major's horn, then reaches out to the spectral form of Orion, forming a glowing bridge.  Slowly, Orion's  essence is drawn along the tendril bridge and into Inkwell.  When the transfer is complete, Luna looks over to the bewildered major.  "Orion, can you respond?" she asks.

“Well, this feels... bizarre," says Orion, in his voice and all. He trots around in a circle somewhat hesitantly. "What do you think?" he asks Luna and Raven.

"It's nice, but I prefer my compact model Orion better," Raven says with a grin.

"It appears the spell is a success.  You should have not only the major's magic capabilities in addition to your own, but his strength as well."  A bell begins to chime on the clock tower.  "We must hurry, I have requested an express train to the Crystal Empire, it is waiting for us at the station.  You can change on the way."

Orion nods, getting down to business. Inside the museum is a small collection of his many bowties, one of which mysteriously disappears in a burst of blue magic to reappear, untied, in his hoof. He ties it, straightens it, and nods. "Geronimo." And he gallops off toward the train station, feeling like a spring chicken.

* * *

Back at the Crystal Empire, Artemis has just finished explaining the plan to Icewing and Calyx. "So, let me get this straight," Calyx says, putting her front hooves together. "Your dead grandpa's gonna come help us defeat Sombra? And we're supposed to wait around for him?" She shakes her head. "That's just nuts, Art. Ol' Sombrero isn't gonna stand around and shoot the breeze! We gotta do a pre-emptive strike!" No one has noticed the ever-darkening clouds outside their hotel.

“And how do you strike against a demi-god, and not get swatted into the ground so deep they won't find you until the next archaeological expedition?"  Artemis got up and began pacing.  "Look, as crazy as it may sound, I actually have a good feeling about this plan.  And besides, it wouldn't hurt to have a little more muscle along for the ... wait a minute. What time is it?" Artemis looked at a nearby clock, which displayed 10:15 am .  "If it's so late in the morning, why is it so dark in here?"  She went to the window.  "Is there a storm coming we didn't hear about?"

 "It's a storm alright," says Icewing, hopping up to join her. "It's getting colder too..." Every surface in the room is starting to freeze over. "I don't think this is a normal storm... I think it's magical. And that means..."

"That means the transformation is either taking place, or has already happened."  Artemis shivered.  "I can only hope that Orion gets here soon, or we'll all be in big trouble."

On the train, Orion and Luna are watching the steadily deteriorating weather conditions. Or at least, Luna is. Orion is trying unsuccessfully to get his two sizes too small battle uniform onto a bulky hoofball player's body. "Are we going to make it?" he asks as he does battle with a button on his jacket. "This storm looks nasty."

A flash of her horn fits Orion's suit to his new, larger frame.  "This storm is worse than you realize.  For it is not a natural phenomena."  Ice pellets smack the sides of the railcar.  Glancing up, Luna can see the swirling vortex over the mountain range.  "This is a magic storm.   Ask the major what he can sense, you should be able to communicate with him in his subconscious."

Orion closes his eyes and appears... somewhere, perhaps a military barracks, united with the major. "Major Inkwell!" he says. "The storm outside appears to be magically generated, but so far that's all we've got... what could be casting this spell?"

"I've never felt this kind of magic before," Inkwell says, "so I know it's not caused by any magical beings we know about.  It feels ... almost ancient in nature.  Like a long-dead spell has been resurrected."

Orion nods. ”Ah, then this is my department... in life I worked as a history teacher, you see... and according to eyewitness accounts recorded during the Restoration of the Crystal Empire by Twilight Sparkle and her friends, magic similar to this was seen as King Sombra staged an attack on the Crystal Fair, which means..." He sighs, "We're heading right into the belly of the beast. Literally. I hope Artemis and her friends are safe."

Back at the hotel, howling winds and blinding snow flew by the windows.  The trio remained focused on their task, although  deep inside they were quite scared.  "So, you think that plan will work?" Icewing asked.  "Sounds like a longshot to me."

"That's why we have plans B through W," Calyx replied.  "Our goal is not to defeat Sominex, but hold him in check until the cavalry arrives."  She whispers nervously to Artemis, " The cavalry is coming, right?"

Artemis looks out the window again, and to her surprise, sees bright sunshine just across the road from their hotel.  "They'll be here .. and not a moment too soon, because somepony else knows who we are and what we're doing here."  She gears herself up in arctic attire.  "Come on.  We can't wait anymore, and we can't risk any innocent ponies getting hurt by this.  We go now."

"Right on," Icewing says, pulling on his own coat and boots. Calyx transforms into a particular breed of pegasus meant to better withstand cold temperatures, and follows her friends out into the storm.

On the train, the conductor is sending everypony into the nearest travel lodge, the storm has made further travel impossible. "Luna!" Orion calls, shouting to be heard over the noise. "We'll have to fly!"

"Do you still remember the transformation spell?" Luna calls back.  "If not, I will aid you!"  She unfurls her wings and prepares to take to the air.

Stepping out of the hotel, the three are shocked to see ponies walking about as if it were a nice summer day ... because it was.  Over the heads of the group, the storm shrunk and intensified, coating them with snow.  "Now he's just starting to annoy me," Artemis said to the others.  "And I'm betting that--" she points to another large storm on the horizon -- "is where our reinforcements are.  Okay, let's move out, but stay close together."  The three walked down the street, as crystal ponies stared at the piles of rapidly melting snow left behind in their travel.

"Just like it was yesterday!" Beaming, he uses his magic to transform into his batpony form, unfurls his own wings, and takes off with her into the tempest. 

"So, who's going to be crazy enough to let your grandpa live in their head?" asks Calyx conversationally. "One of Luna's guards?" She didn't really think too much of Artemis' ancestor, much like Artemis herself had not so long ago. "I hope he's as powerful as everypony says he is... back in the hives they call him the Great Protector."

Artemis nods.  "Yeah, you won't believe which one, either.  I won't spoil the surprise, I'll let you see for yourself."  The three trudged through the tempest, toiling tirelessly toward their target.

"I think I see them!  Head for that little storm cloud to the west!" Luna called out to Orion.

"Right!" Orion flaps his wings and flies faster than ever before, thanks to the major's superior strength and agility.

Out in the very center of the storm, a pair of eyes open, and crazed laughter is heard. The pony at the center sights the distant figures and growls a single word: "ARTEMISSSSSSS..."

Icewing froze.  "Did ...did you all hear that?" he saked, shivering not so much from the cold anymore.

Artemis remained defiant.  "I don't know how you know me, but we're not afraid of you, whoever you are!" she screamed back.  "By the power of my ancestors, we will send you back to Tartarus where you belong!!"

"YOUR ANCESTORS ARE LONG DEAD... YOU CANNOT HOPE TO DEFEAT ME," continues the voice, as its owner strides into view at last. He is about as tall as Celestia, though not nearly as nice. He focuses in on her friends, horn aglow as he tries to bend their minds to his will. "SOON, YOU WILL BOW BEFORE ME."

"Fight it!  Remember the interrogations, and how we blocked them!" Artemis called out.  Instantly, all three began resisting the compulsion to let this ... thing control their minds.  "My ancestors are dead, yes, just like yours.   Who are you and why do you wish to resurrect the past?" Artemis asked the figure before them.  "What is it you hope to gain?"

"You may call me Corvus," continues the pony. "I am a descendant of Sombra, and through his power, I shall take control of this world in his stead! All creatures, pony, changeling, griffon, and more shall bend to my will! And as for your Princesses... I have special plans for them." He laughs evilly. "Look at you, Artemis Tenebrae... like grandfather, like granddaughter. I have learned much of your relative's exploits, and I know that if you follow in his steps, you will die the same way he did. To that end, I offer you a choice." He extends a hoof. "Join me, and you will be my Queen. You can rule as you like, and with the powers of darkness at your command, there will be no threat that you cannot vanquish. Or you can refuse, and I will kill your little ragtag army, one by one. What is your choice?" The storm stops for a moment.

Calyx and Icewing move closer to Artemis.  "We got your back, girl, don't let this thing sway you.  Remember, we're the Bad Seeds, rotten to the core, right?"  She kissed Artemis's ear.  "And we always stick together."

"Yeah," Icewing said, "together, we can take on the world!"

Artemis looked to her two friends, then up into the sky, and smiled.  "I don't need your powers, or your influence, to defeat my foes.  I can do that already, with the help of those that love me, and that I love.  Your power is fleeting, unstable ... ask your great Sombra why he now only exists inside of your mind, defeated by a puny little dragon all those years ago!"  She rises and unbuttons her parka, letting it drop to the ground.  "I don't wear bowties, so I have to improvise," she said with a smirk.  "I also recall something I read about Orion, from his last battle with Arcturus all those years ago.  He knew he was outmatched, and yet he managed to defeat his foe anyway.  And if it is my fate to end up like he did, doing the same things he did ... in his words, “Then it’s time to put on a show!” "

“With a little help from your friends!" calls Orion, landing beside the gathered ponies. "That was a splendid speech, Artemis. I'm glad to see you've inherited some things from me." He turns back to face Corvus, "I might be dead, but like a bad penny, I always come back. Hello Corvus, I'm Orion, Artemis' grandfather." He looks back to the group. "Shall we get started?"

Icewing and Calyx stare in shock at the form Orion had taken.  "Him?  Of all ponies your granddad could have inhabited, he chose HIM?" Calyx said in disbelief.

"The major says hello to you too, Calyx," Orion said with a smirk.

"I would be very interested to hear what you intend to do to my sister and I," Luna hissed, her horn lighting up.  "I imagine I might even get a laugh out of it."

The group now stood shoulder-to-shoulder, those with horns igniting them and standing straight against Corvus.  "So ... " Artemis said, a bemused expression on her muzzle, "care to dance?"

"It would be my pleasure," Corvus replies, his own horn lighting up. Crystals begin to rain down from the sky, deadly sharp and black as night. They surround each of the ponies, separating them. "Love... a weak emotion, reserved for spineless creatures like yourselves. True power lies in hatred, fear, even death!"

The two ponies with wings, Icewing and Luna, quickly rose from their crystal prisons.  Luna delivered a blast from her horn that send Corvus rolling away into the snow.  Horns ignited more as powerful magic blasts shattered the black crystals, freeing Calyx, Artemis, and Orion.  

"Death, hatred, fear ... all of those can be overcome with love, understanding ... you don't get it, do you?  Such power only lasts as long as ponies are willing to hate, to be afraid.  All it takes is for a group of ponies to stand up and say, 'No more!'  No more will they fear you, instead, they will attempt to destroy you.  Every chance they get!" Artemis said with confidence.

"Kill us, and dozens more will rise to take our place.  Ponies flock to martyrs for just causes, you see.  And what more just cause is there than to end tyranny and fear in our society?"  Calyx continued.

“Maybe you could just listen a minute,” Orion broke in. “Because all we really want to do is accept your total surrender and then we’ll let you go in peace. I spent my entire life fighting creatures like you, and I’d really rather not do the same in the afterlife.”

"I will never surrender!" Corvus shouts, trying to fight back with every spell he can think of. Artemis and company dodge and return fire, not giving up for an instant.

"Artemis! All of us together! If we combine our magic, we can end this now!" Orion calls. "Everypony, link hooves!"

The group gathers together, each taking another's hoof.  Artemis, in the center, lights her horn, and the group starts to rise into the sky.  Slowly, the five form into the outline of a heart with Artemis at the top.  Magical energy passes from hoof to hoof, flowing from Luna and Calyx at the base, through Icewing and Orion at the outer edges, to Artemis, and as the power reaches its maximum intensity, a bright beam erupts from Artemis's horn, capturing Corvus and slowly turning him into a pillar of ice crystals.  A burst of black, purple, and sickly-green energy in the shape of a pony appears, and then is dissipated by the force of the beam.

The five land after a few minutes later and take in the new statue. Corvus is trapped forever in the ice, frozen and afraid. Orion embraces Artemis, smiling at her. "You did it," he whispers. "I'm very, very proud of you today, my dear." A tear fills his eye.

Artemis sits down and attempts to catch her breath.  "How the heck did you manage to do this for so many years?" she huffed, hugging Orion back.  "And no offense, but hugging my former tormentor just seems awkward.

"Yeah, I never thought I'd see that happen in my lifetime," Icewing said with a grin.  "And me without my camera."

"Love, family, good friends, and no small amount of magical talent," he replies with a chuckle. "I even have a tell-all book about it. I was working on a second one too.” At her other words, he looks confused. "So, what exactly did he do to torment you?"

"He tried to make me ... behave," Artemis said with a disgusted shiver.  "He was relentless in his task.  He was the Sherlock Pones to my Poniarty.  I resented him all the while, but now ... I see why he was the way he was."  She shrugs.  "Still, never thought we'd be hugging each other unless it was because I was resisting arrest."

"I can imagine he'll be pretty surprised too," Orion says. "Once I stop possessing him." He gets to his hooves again, "Before we all go home, what are we going to do with this new ice sculpture, Luna?"

Luna studies it, then lifts it in her magic.  A brief flash of her horn crystallizes the statue.  "We shall present it as proof that Sombra will never rise again."

Orion nods. ”Good! Now we can all go home."

* * *

Later that evening, Orion and Artemis are alone by the former's grave, Orion having returned to his spectral form once again. "So... you wanted to talk to me, I hear. Something about reforming the Bad Seeds?"

"Oh yeah, I was gonna do that before the interruption," Artemis admitted.  "We can't keep going the way we are.  I know that now.  I'm trying to get everyone to stay on the good path, but I keep meeting resistance.  Being the leader only goes so far, ya know?"  She sighs.  "I'm kind of at a crossroads there, and I was wondering if you had any advice."

"Let's start small," he begins, sitting beside her. "Tell me about Calyx. How do you feel about her? Has she been receptive to these changes?"

Artemis nods.  "She's been my biggest supporter in this.  Don't forget, she was with me when I got my cutie mark, so I'm guessing that helped a bit."  Artemis blushes.  "I guess it also helps that we're kinda .. together, you know?"

Orion smiles, "That's just what I was hoping to hear. As long as the others see the two of you as strong leaders, they'll fall into line behind you, Icewing has already done so, it seems."

"He tries, but he's still needing work," Artemis says with a  grin.  "But yeah, he's been willing to change.  Wish I could say the same of the rest."  She sits down on the grass.  "Do you think it will happen, or am I just wasting my time?"

"I think it'll happen," he says with a nod. "But it takes a trial by fire, sometimes. Either way, I think they'll follow you."

"You're right.  I can't just give up now, we've come so far.  Besides, I think those that really want to change are going to do that and the rest will go their own way."  Artemis rises  and smiles.  "Thanks, Orion.  I'm glad I can talk these things out with you."

"I'm always here if you need me," Orion says, smiling back. "Go be amazing. I love you."

"Love you too," Artemis said.  "I'll see you soon."  She walks away and, morphing into a pegasus, flies toward the hideout in the Everfree Forest.

**Notes for the Chapter:**

> Not even death can stop Orion from defending his country, though on this occasion he's more than willing to let Artemis take credit for saving Equestria.


End file.
